EXHIBIT 10.8
SCRIPT CONSULTING AGREEMENT
THIS Script Consulting Agreement ("Agreement) is made this 21st
day of June, 1995, by and between WORLDSPAN, L.P., a Delaware
limited partnership ('WORLDSPAN"), 000 Xxxxxxxx Xxxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000 and Corporate Travel Link, Incorporated
located at 00 Xxxxxxx Xxxxx Xx., Xxxxx Xxxxxx. XX 00000
(Customer).
W I T N E S S E T H:
WHEREAS, WORLDSPAN is a computer reservation system (CRS")
vendor, providing access to its WORLDSPAN System to travel
agencies and others in the travel industry;
WHEREAS, Customer has arranged with WORLDSPAN for the use of
WORLDSPAN's CRS, equipment and products;
WHEREAS, Customer desires to retain WORLDSPAN to provide
consulting services with respect to the writing of one or more
software programs (hereinafter referred to as the 'Scripts') on
the terms and conditions specified herein; and
WHEREAS, WORLDSPAN desires to perform the services in the
capacity as an independent contractor as specified herein.
NOW, THEREFORE, it is agreed:
1 . Services to be Performed by WORLDSPAN.
WORLDSPAN shall render those services to Customer which are set
forth in Exhibit A attached hereto
and incorporated herein (hereinafter referred to as the
'Services). The Services shall be performed either at WORLDSPAN's
facilities or Customers offices, as agreed by the parties.
Customer acknowledges and agrees that WORLDSPAN and its employees
are independent contractors rather than employees or agents of
Customer.
2. - Access.
Customer agrees to make available to WORLDSPAN reasonable access
to Customers equipment and staff, and provide such other
assistance as shall be reasonably necessary to permit WORLDSPAN to
provide the Services according to this Agreement, including but
not limited to access to a WORLDSPAN Scripting workstation and
assistance from a Customer designee who is familiar with the
design specifications and host functionality of the proposed
Script project.
3. Fees.
A. In consideration of the Services provided by WORLDSPAN
hereunder, Customer shall pay WORLDSPAN for the Services
provided at a rate of $ 65.00 per hour, $ 495.00 per day and
$ 2,300.00 per week until all Services are provided or the
Agreement is terminated pursuant to the terms herein. All
Services quoted will be provided during normal business
hours, 8:00 a.m. to 5:00 p.m. local time, Monday through
Friday, except holidays, except that Customer may request
that WORLDSPAN provide the Services at Customers additional
expense outside of normal business hours. WORLDSPAN shall,
in its sole discretion, decide whether to provide Services
to Customer outside of normal business hours at its then
prevailing rates, terms and conditions.
B. Customer must provide at least twenty-four (24) hours prior
written notice to WORLDSPAN to cancel an appointment for an
on-site visit. Failure to give proper notice will cost the
Customer Four Hundred Ninety-Five Dollars ($495.00) as a one
day minimum charge.
C. Fees shall be paid by Customer within thirty (30) days of
the date of invoice.
WORLDSPAN may impose a late payment fee at the rate of one
percent (1 %) per month for any amount that has not been
received within thirty (30) days after the date of such
invoice. In addition to any other charges set forth herein,
Customer shall pay to WORLDSPAN or reimburse WORLDSPAN, as
appropriate, for all sales, use, excise, property, or other
similar taxes now or hereafter imposed by any federal, state
or local taxing authority on amounts paid to WORLDSPAN by
Customer. Notwithstanding the foregoing, Customer shall not,
in any event, be responsible for any taxes payable on
WORLDSPAN's net income or taxes in lieu of net income taxes,
or for charges imposed on WORLDSPAN for the privilege of doing
business.
4. Termination of Agreement.
Either party may terminate this Agreement in its sole discretion
by providing the other party with one day advance written notice.
Should Customer terminate this Agreement, Customer will have no
further obligation to WORLDSPAN under this Agreement except for
payment for work already performed.
5. Confidentiality.
Each of the parties shall ensure that any Confidential Information
which it may become aware of or use during the performance of this
Agreement is treated by it in strictest confidence, and is not
disclosed to third parties or used except as expressly permitted
by this Agreement. 'Confidential Information" shall mean
information that is proprietary and confidential to the party
disclosing such information including, but not limited to,
software, specifications, customer information, scripting code,
business plans, financial information, and other information of a
sensitive or confidential nature whether oral or written, except
(a) information known to the receiving party prior to disclosure
by the disclosing party; (b) information which is widely known to
the public in the relevant industry or trade; or (c) information
which is developed by the receiving party independent of any
Confidential Information provided by the disclosing party. Each
party will treat the other party's Confidential Information with
at least the same concern and protective measures accorded any of
its own trade secrets and confidential information.
6. License.
Title and full and complete ownership rights to all WORLDSPAN
owned or developed software including but not limited to the
Scripts, shall remain with WORLDSPAN. Customer understands and
agrees that WORLDSPAN's owned or developed software is WORLDSPAN's
trade secret, proprietary information, and confidential
information whether any portion thereof is or may be validly
copyrighted or patented. Any software provided to Customer is
provided by license only and such license is non-exclusive, non
transferable and limited to the right to use such software. Under
no circumstances may a Script be copied for, duplicated for,
provided to, or sold to a third party including but not limited to
any member of an agency consortium. Customers license shall
include the right for Customer to modify the Scripts as needed.
7. Indemnification.
A. Each party shall indemnify, defend and hold harmless the
other party, its directors, affiliates, partners, officers,
employees and agents, from and against all liabilities,
damages and expenses, and claims for damages, suits,
proceedings, recoveries, judgments or executions (including
but not limited to litigation costs, expenses, and
reasonable attorneys' fees) arising out of or in connection
with any claim that the use of the indemnifying party's
system or data (including, without limitation, software) by
the other party infringes any third party patent, copyright,
trademark or other property right.
B. Each party shall indemnify, defend and hold harmless the
other party, its directors, affiliates, partners, officers,
employees and agents from and against all liabilities,
damages and expenses, and claims for damages, suits,
proceedings, recoveries, judgments or executions (including
but not limited to litigation costs, expenses, and
reasonable attorneys' fees) which may be suffered by,
accrued against, charged to or recoverable from the other
party, its past and present directors, affiliates,
partners, -officers, employees or agents by reason of or in
connection with the party's performance or failure to
perform, or improper performance of any of the party's
obligations under this Agreement.
3. Disclaimer of Warranties.
THIS IS A SERVICE AGREEMENT. THERE ARE NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Notice
All notices, requests, demands or other communications hereunder
shall be in writing, hand delivered, sent by first class mail,
overnight mail, facsimile or teletype and shall be deemed to have
been given when received at the following addresses:
If to WORLDSPAN:
WORLDSPAN, L.P.
000 Xxxxxxxx Xxxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
X.X.X.
Facsimile: (000) 000-0000
ATTN: Supervisor - Customer Service Programming
If to Customer:
Corporate Travel Link_ Incorporated
X.X. Xxx 0000
Xxxxxx. XX 00000
Facsimile: (000) 000-0000
ATTN: Xxxxxx Xxxxxxx
Any notice provided by facsimile or teletype which is received
after 4:00 p.m. local time shall be deemed received the following
business day. A party may change its addresses for notice on not
less than ten (1 0) days' prior written notice to the other party.
10. General Provisions.
A. Nothing in this Agreement @is intended or shall be construed
to create or establish an agency, partnership, or joint
venture relationship between the parties.
B. The captions in this Agreement are for convenience only and
in no way define, limit, or enlarge the scope of this
Agreement or any of the provisions therein. Capitalized
terms shall have the meanings assigned in this Agreement.
C. No waiver by either party of any provision or any breach of
this Agreement constitutes a waiver of any other provision
or breach of this Agreement and no waiver shall be effective
unless made in writing. The right of either party to
require strict performance and observance of any obligations
hereunder shall not be affected in any way by any previous
waiver, forbearance or course of dealing.
D. Except for Customer's obligation to make payments
hereunder, neither party will be deemed in default of this
Agreement as a result of a delay in performance or failure
to perform its obligations caused by acts of God or
governmental authority, strikes or labor disputes, fire,
acts of war, failure of third party suppliers, or for any
other cause beyond the control of that party.
E. Customer shall not sell, assign, license, sub-license,
franchise or otherwise convey in whole or in part to any
third party this Agreement or the services provided
hereunder without the prior written consent of WORLDSPAN.
F. This is a non-exclusive agreement. Similar agreements may
be entered into by either party with any other person.
G. This Agreement shall be governed by, construed, interpreted
and enforced according to the laws of the State of Georgia
and of the United States of America, without regard to
principles of conflict of laws and rules. Each party
hereby consents to the non-exclusive jurisdiction of the
courts of the State of Georgia and United States Federal
Courts located in Georgia to resolve any dispute arising
out of this Agreement, and waives any objection relating to
improper venue or forum nonconveniens to the conduct of any
proceeding in any such court.
H. In the event that any material provision of this Agreement
is determined to be invalid, unenforceable or illegal, then
such provision shall be deemed to be superseded and the
Agreement modified with a provision which most nearly
corresponds to the intent of the parties and is valid,
enforceable and legal.
1. This Agreement constitutes the final and complete
understanding and agreement between the parties concerning
the subject matter hereof. Any prior agreements,
understandings negotiations or communications written or
otherwise concerning the subject matter hereof are deemed
superseded by this Agreement. This Agreement may be
modified only by a further written agreement executed by an
authorized representative of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed their undersigned duly authorized
representations of the day and year first written above.
CUSTOMER: WORLDSPAN, L.P.
Corporate Travel Link,
Incorporated
(Company Legal Name) By:___________________
Xxxxx Xxxxxxxx
Corporate Travel Link, Director - Training and
Incorporated Accounting
(Doing Business As) Products Support
By: Xxxxxx Xxxxxxx
President
EXHIBIT A
DESCRIPTION OF CONSULTING SERVICES
Consulting Services to be provided:
New Script Writer Training
Current Scripting Code Review
Refresher Workshop on
x Pre-Script Writing Services Consultation
General Consultation on
Maintenance on a Customized Script
Additional Comments:
Scripting consultation is necessary to obtain specifications
from Customer required to write the Direct Sell Booking
Script. The time estimated to obtain this information and
write the script is two weeks. The script fee being charged
is based on a two week project. Scripting Consultation
covered under this Agreement includes Scripting Consultation
required to write said script that extends the script
development time beyond two weeks.
