Common use of Dedicated Development Clause in Contracts

Dedicated Development. During the portion of the Base Year remaining after the Effective Date and each subsequent calendar year during the Term, Worldspan shall provide for the direct or indirect benefit of Delta, on a reasonable schedule, Delta Dedicated Development Resources, of at least [**] of the Committed Dedicated Development Hours for that year and, subject to the provisions of this Section 3.1, up to [**] of the Committed Dedicated Development Hours for that year, for the development of Delta Dedicated Improvements. In the event that Delta specifies activities that require more than [**] of the Committed Dedicated Development Hours, Worldspan shall use reasonable business efforts to comply with such request, taking into consideration the advance notice given to Worldspan and the amount and type of resources required. Delta shall regularly communicate with Worldspan in order to designate and prioritize the projects to be worked on by the Delta Dedicated Development Resources provided pursuant to this Section 3.1, which projects and priorities shall, if applicable, initially consist of those [**] = Confidential treatment requested for redacted portion, redacted portion has been filed separately with the Commission. established by Delta and Worldspan prior to the Effective Date. This communication shall include, but not be limited to, submitting to Worldspan at least thirty (30) days prior to the end of each calendar quarter a written schedule setting forth, in such detail as may be reasonably requested by Worldspan, Delta’s best good faith projections of those projects during each of the next four calendar quarters. Worldspan shall be entitled to rely on such schedules in planning for and allocating its personnel and other resources, but Delta may make changes in any such schedule if and when Delta determines appropriate. If Delta makes any changes in the projects or priorities contained in any such schedule for the first calendar quarter covered by such schedule that could result in any disruption in the utilization of those resources or in the services provided by Worldspan for Delta or any other Served Designated Airline, then Worldspan shall inform Delta of the potential disruption and, if Delta decides to proceed with the changes, Worldspan and Delta shall work together in good faith to minimize the disruptive effects of the changes, with Delta to be responsible for any expenses related to the changes that are not thereby avoided. Unless and until Delta notifies Worldspan to the contrary, and subject to the provisions of Section 5.3 hereof, any Delta Dedicated Improvement developed pursuant to this Section 3.1 shall be Delta Exclusive Use Software and any additional effort required to develop that Delta Dedicated Improvement so that it can be used exclusively by the Delta Service Users will be considered to be part of the work to be performed by the Delta Dedicated Development Resources. If and when Delta notifies Worldspan that any Delta Dedicated Improvement is not to be Delta Exclusive Use Software, then Worldspan’s use thereof shall not be restricted as Delta Exclusive Use Software.

Dedicated Development. During the portion of the Base Year remaining after the Effective Date and each subsequent calendar year during the Term, Worldspan shall provide for the direct or indirect benefit of DeltaNorthwest, on a reasonable schedule, Delta Northwest Dedicated Development Resources, of at least [**] of the Committed Dedicated Development Hours for that year and, subject to the provisions of this Section 3.1, up to [**] of the Committed Dedicated Development Hours for that year, for the development of Delta Northwest Dedicated Improvements. In the event that Delta Northwest specifies activities that require more than [**] of the Committed Dedicated Development Hours, Worldspan shall use reasonable business efforts to comply with such request, taking into consideration the advance notice given to Worldspan and the amount and type of resources required. Delta [**] = Confidential treatment requested for redacted portion, redacted portion has been filed separately with the Commission. Northwest shall regularly communicate with Worldspan in order to designate and prioritize the projects to be worked on by the Delta Northwest Dedicated Development Resources provided pursuant to this Section 3.1, which projects and priorities shall, if applicable, initially consist of those [**] = Confidential treatment requested for redacted portion, redacted portion has been filed separately with the Commission. established by Delta Northwest and Worldspan prior to the Effective Date. This communication shall include, but not be limited to, submitting to Worldspan at least thirty (30) days prior to the end of each calendar quarter a written schedule setting forth, in such detail as may be reasonably requested by Worldspan, DeltaNorthwest’s best good faith projections of those projects during each of the next four calendar quarters. Worldspan shall be entitled to rely on such schedules in planning for and allocating its personnel and other resources, but Delta Northwest may make changes in any such schedule if and when Delta Northwest determines appropriate. If Delta Northwest makes any changes in the projects or priorities contained in any such schedule for the first calendar quarter covered by such schedule that could result in any disruption in the utilization of those resources or in the services provided by Worldspan for Delta Northwest or any other Served Designated Airline, then Worldspan shall inform Delta Northwest of the potential disruption and, if Delta Northwest decides to proceed with the changes, Worldspan and Delta Northwest shall work together in good faith to minimize the disruptive effects of the changes, with Delta Northwest to be responsible for any expenses related to the changes that are not thereby avoided. Unless and until Delta Northwest notifies Worldspan to the contrary, and subject to the provisions of Section 5.3 hereof, any Delta Northwest Dedicated Improvement developed pursuant to this Section 3.1 shall be Delta Northwest Exclusive Use Software and any additional effort required to develop that Delta Northwest Dedicated Improvement so that it can be used exclusively by the Delta Northwest Service Users will be considered to be part of the work to be performed by the Delta Northwest Dedicated Development Resources. If and when Delta Northwest notifies Worldspan that any Delta Northwest Dedicated Improvement is not to be Delta Northwest Exclusive Use Software, then Worldspan’s use thereof shall not be restricted as Delta Northwest Exclusive Use Software.