General GDS Contract

GENERAL GDS CONTRACT

This General GDS Contract (the "Agreement") is made and entered into as of Effective Date: by and between Provider Name: , a business organized as: , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Provider operates and licenses access to a global distribution system ("GDS") and ancillary connectivity, distribution and reservation services, and holds all necessary rights to grant the access and licenses described herein;

WHEREAS, Client desires to obtain access to Provider's GDS services for the purposes of connecting, distributing inventory and receiving reservation data under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide such access and related services to Client on the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Access Credentials" means the user accounts, API keys, PINS and other authentication material issued by Provider to Client for use of the GDS. Provider will retain ownership of Access Credentials and may suspend or revoke them in accordance with this Agreement.

1.2 "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other that is designated confidential or which reasonably should be understood to be confidential given the nature of the information.

2. LICENSE AND ACCESS

2.1 Grant. Subject to the terms of this Agreement, Provider hereby grants to Client a non-exclusive, non-transferable, revocable license to access and use the GDS services solely for Client's internal business purposes and in compliance with Provider's operating rules.

2.2 Restrictions. Client shall not (a) sublicense, resell or otherwise distribute the GDS to third parties except as expressly permitted in writing; (b) reverse engineer, decompile or attempt to derive the source code of Provider's systems; or (c) use the GDS in a manner that infringes third party rights or violates applicable law.

3. TERM AND RENEWAL

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of .

3.2 Renewal. This Agreement shall automatically renew for successive periods of unless either party delivers written notice of non-renewal at least days prior to the end of then-current term.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees described below in consideration for access to the GDS. Fees shall include any setup fees, per-transaction fees and recurring subscription fees set forth in the Billing Statement.

4.2 Payment Terms. All invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law and Client shall reimburse Provider for reasonable collection costs.

5. PROVIDER OBLIGATIONS

5.1 Availability. Provider will use commercially reasonable efforts to maintain system availability of the GDS, subject to scheduled maintenance, emergency maintenance and events outside Provider's control. Provider shall provide standard support services as described in the Support Schedule.

6. CLIENT OBLIGATIONS

6.1 Compliance. Client shall comply with Provider's operating rules and any applicable industry rules governing distribution and reservation transactions. Client shall maintain the confidentiality of Access Credentials and promptly notify Provider of any suspected compromise.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1 Confidentiality. Each party shall protect Confidential Information of the other party with at least the same degree of care that it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not be disclosed except to employees, contractors and agents with a need to know and subject to confidentiality obligations.

7.2 Data Protection. Where Provider processes personal data on behalf of Client, Provider will implement appropriate technical and organizational measures to protect such data and shall process personal data only for the purposes specified by Client and in accordance with applicable data protection laws.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Provider retains all right, title and interest in and to the GDS, software, documentation and all modifications, enhancements and derivative works. Client retains ownership of its content and inventory data submitted to the GDS.

8.2 License to Use Client Content. Client grants Provider a limited, non-exclusive license to use, reproduce and display Client's content solely to perform Provider's obligations under this Agreement, including distribution to relevant travel channels.

9. REPRESENTATIONS, WARRANTIES, DISCLAIMERS

9.1 Mutual Representations. Each party represents that it has the full right and authority to enter into this Agreement and perform its obligations. Client represents that the inventory and content it provides do not infringe third party rights and comply with applicable law.

9.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Client Indemnity. Client shall indemnify, defend and hold harmless Provider and its affiliates from and against any claim, loss, liability or expense arising out of Client's content, breach of this Agreement, or violation of applicable law.

10.2 Provider Indemnity. Provider shall indemnify Client for third-party claims to the extent caused by Provider's gross negligence or willful misconduct in providing the GDS services.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

11.2 Cap. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM OR (B) .

12. TERMINATION

12.1 For Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach.

12.2 For Insolvency. Either party may terminate immediately upon the insolvency, bankruptcy or appointment of a receiver for the other party.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party designates by notice). Notices shall be deemed given upon receipt.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement will be effective unless set forth in a written instrument signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of such right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

16.1 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

16.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

17. SIGNATURES

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