Sample Business Contracts

Consolidator Agreement - America West Airlines Inc. and Cheap Tickets Inc.

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                             America West Airlines

                             CONSOLIDATOR AGREEMENT

This Agreement is made January 1, 2001, between America West Airlines Inc., a
Delaware corporation at 4000 East Sky Harbor Boulevard, Phoenix, Arizona 85034
(herein "America West") and Cheap Tickets Inc., a Hawaii corporation at 1440
Kapiolani Boulevard, Suite 800, Honolulu, Hawaii 96814 (herein "Customer").  The
parties agree to the following mutual covenants:

1.  FARES:

    a)  This Agreement is valid for use by Cheap Tickets, Inc.

    b)  Seats sold will be at specific fare levels in markets specified by
        America West and under the conditions stated in Attachments A and B

    c)  The net fares offered in conjunction with this Agreement shall be
        applicable for travel wholly over the services of America West and
        America West Express as specified in Attachment A; all other codeshare
        flights are not applicable. Net fares are provided in Consolidator Fares
        schedules per previous and/or future fare distributions.

    d)  Net fares are subject to change at the sole discretion of America West.
        Written notice shall be provided to Customer not less than five (5)
        business days prior to the effective ticketing date of any net-fare
        change, or two (2) business days for electronically filed fares.
        Customer agrees that all tickets issued as of the effective date of any
        net-fare change shall reflect the applicable fares of such fare change.
        Customer agrees to sign and return the confirmation page of all Bulk
        Fare Advisories, thereby signifying acceptance of all terms, conditions
        and fares contained in said advisory. Failure to sign and return
        confirmation does not release Customer from adherence to any revisions
        made on such advisories.

    e)  Fares do not include the following:  U.S. transportation or
        international taxes, fuel surcharges, passenger facility charges, and/or
        other city/governmental surcharges.

2.  Payment/Reporting:

    Customer agrees to issue tickets on standard industry ticket stock. In
    accordance with ARC policies and procedures, tickets will be reported and
    funds due for tickets will be remitted through ARC each week. Invoices for
    other than ticket sales shall be due and payable within fifteen (15) days
    from the date of invoice and shall not be subject to any offset or deduction
    for any purpose.

Page 1 of 9                                               Consolidator Agreement
                                                             Cheap Tickets, Inc.

3.  Advertising:

    Customer agrees not to use the America West trade name, service marks,
    logos, emblems, symbols or other brand identifiers in any advertising,
    promotional material, brochures, facsimiles, printed matter, signs or
    Internet sites without the prior review and written approval of such
    material by America West.

4.  Internet:

    If Customer utilizes an Internet site to facilitate the sale of America
    West seats, Customer agrees to the following:

    a)  A complete list of all Internet addresses connected to the sale of
        America West seats will be provided to America West within ten (10)
        business days of submission of this signed Agreement. Any additions,
        deletions or corrections to this list must be communicated to America
        West within ten (10) business days of said additions, deletions or
        corrections. Communication must be made via electronic mail to

    b)  Customer agrees to provide monthly reports listing the number of America
        West tickets sold via the Internet and the grand total of America West
        ticket sales (Internet sales plus all other sales). Reports must be
        received by America West by the 10th business day of each month, with
        totals representing the previous month's ticket sales. The report must
        be sent via electronic mail to sp&

    c)  If an Internet site contains restricted pages that are used to
        facilitate business, Customer agrees to provide America West with
        passwords necessary to gain access to restricted pages.

5.  Contract Noncompliance:

    a)  America West is entitled to receive compensation for the full value of
        the coach fare in the event that inventory sold is not ticketed or
        released in accordance with this Agreement, including Attachments A
        and B.

    b)  Compensation due America West will be invoiced to Customer due and
        payable fifteen (15) business days after notification.

    c)  Noncompliance with booking and/or ticketing procedures set forth in this
        Agreement and its Attachments will result in a debit memo to Customer.
        Noncompliance includes but is not limited to reservations booked and/or
        ticketed in the wrong class of service, wrong fare, individual bookings
        that qualify as a group, and/or booking published fares without
        ticketing in accordance with tariff rules. Customer will be responsible
        for noncompliance. America West will issue debit memos to recover CRS
        fees and full-ticket value of noncompliant bookings/tickets.

Page 2 of 9                                               Consolidator Agreement
                                                             Cheap Tickets, Inc.

6.  Default:

    In the event Customer fails to make payment as required by this Agreement,
    America West shall provide written notice to Customer to cure such default
    within five (5) business days from the date of such notice.  In the event
    such non-payment is not cured within said five (5) days, this Agreement
    shall be terminated immediately.  If Customer fails to perform any other
    terms of this Agreement and is in default thereof, this Agreement may be
    terminated after thirty (30) days written notice of those matters in
    default and the failure of Customer to cure such default.  America West
    shall be free to pursue all legal and equitable remedies available for any

7.  Terms and Termination:

    a)  The term of this Agreement is from January 1, 2001, through December 31,
        2001, with all travel completed forty-five (45) days after the Agreement
        expires. Either party may terminate this Agreement without cause by
        giving not less than thirty (30) days prior written notice of the
        intention to do so. Such termination shall not relieve either party from
        payment of amounts currently due and owing.

    b)  Should Customer fail to perform its duties as outlined in this
        Agreement, and such default continues after thirty (30) days written
        notice to correct such default, America West may terminate this
        Agreement without further notice.

8.  Lost Tickets:

    When a passenger loses his/her America West ticket, the passenger may
    purchase a replacement ticket for the portion lost and will be refunded the
    price of the replacement ticket, minus the applicable fee, provided the
    itinerary (flight number, travel date, city) of the replacement ticket is
    exactly the same as the lost ticket. If a replacement ticket is not
    purchased for the exact itinerary, no refund will be made.

9.  Commission:

    Attachment B herein represents the only commission program for which
    Customer is eligible.  Customer shall be entitled to a commission on
    applicable published fares in specified markets for individual travel per
    Attachment B. All published-fare commissions must be taken at point of sale.
    Net fares offered under this agreement are not eligible for commission. ARC
    ticketing locations included under this agreement shall not be eligible for
    further override commission or soft dollar incentives.

10. Confidentiality:

    All terms and conditions of this Agreement are strictly confidential. Any
    breach of confidentiality; duplication of the Agreement, its Attachments,
    Bulk Fare Advisories and/or Consolidator Fare schedules; use or disclosure
    of this Agreement in whole or in part for any purpose shall immediately
    render this Agreement null and void and subject to immediate cancellation at
    the option of America West.

Page 3 of 9                                               Consolidator Agreement
                                                             Cheap Tickets, Inc.

11.  Entire Agreement:

     This Agreement represents the entire understanding between the parties.  No
     waiver, alteration or modification of any of the provisions herein shall be
     binding unless in writing and signed by and authorized agent or
     representative of the parties.

12.  Assignment and Binding Effect:

     The provisions of this Agreement shall be binding upon any successor to
     either of the parties, but shall not be assignable by Customer.

13.  Attorney Fees:

     In the event action is necessary to enforce the terms of this Agreement,
     the prevailing party in such action shall be entitled to recover its
     reasonable attorney fees and costs.

14.  Applicable Law:

     The laws of the State of Arizona shall govern this Agreement.

15.  Authorized Ticketing Locations:

     Tickets issued under this Agreement may be issued only through designated
     ticketing locations as shown on Attachment C.  Customer agrees to provide
     written notice of any changes, additions or deletions to designated
     ticketing locations upon not less than ten (10) days prior written notice
     to America West via electronic mail to sp&  If e-mail is
     not available, changes should be sent to the following postal address:

                             America West Airlines
                     Off-Tariff Contracts, Mail Code CH-SPA
                         4000 East Sky Harbor Boulevard
                            Phoenix, Arizona  85034

Page 4 of 9                                               Consolidator Agreement
                                                             Cheap Tickets, Inc.

     All ARC lists, changes and additions submitted must include the following
     information:  The complete eight-digit ARC number, agency name, address and
     phone number.  If the number of ARC locations exceeds ten (10), Customer
     agrees to provide ARC numbers via electronic mail or floppy diskette (IBM
     compatible) in MS Excel format.

Cheap Tickets, Inc.                    America West Airlines, Inc.

By: /s/ Michael Hartley                By: /s/ Ron L. Cole
    ------------------------------         ------------------------------
    Michael Hartley                        Ron L. Cole,
    President & CEO                        Vice President, Sales

Date: 12-18-00                         Date:
      ----------------------------           ----------------------------

                                       Initials:  _________  __________
                                                             T. Christ

Page 5 of 9                                               Consolidator Agreement
                                                             Cheap Tickets, Inc.

                        ATTACHMENT A -- NET FARE PROGRAM

PROGRAM TITLE:               Cheap Tickets, Inc.
Address:                     1440 Kapiolani Boulevard, Suite 800
                             Honolulu, Hawaii  96814

ARC Number(s):               See Attachment C

Automation System(s):        Sabre

Contact:                     Michael Hartley

Phone:                       (808) 945-7439

Fax:                         (808) 945-0610


Internet site:     

RESERVATIONS:                Booked by Customer only, through automation.  Bookings made
------------                 [****] are permitted with [****].

Booking Class:               Day:  V class / Night KN class

Groups:                      Not Permitted.

OSI Entries:                 3 OSI HP CTCT (808) 945-7439 CHEAP TICKETS
                             3 OSI HP CHANGES THROUGH CONSOLIDATOR ONLY
                             3 OSI HP FLIGHTFUND CREDIT NOT PERMITTED
                             3 OSI HP TKNA 401 xxxx xxx xxx


Changes:                     [****] non-commissionable fee per ticket.  Ticket reissuance by
                             Customer only, prior to original travel date only.  Changes to
                             name, origin or destination are not permitted.  Once travel has
                             commenced, changes to return are not permitted (standby travel
                             only).  Standby travel is permitted on night flights only, within
                             30 days of original travel date.  Tickets are not valid after
                             thirty (30) days from original travel date.

Fares:                       As listed on Consolidator Fare list.  All net fares are subject
                             to change with five (5) business days notice or two (2) days for
                             electronically filed fares.

                             Fares are net, non-commissionable.

                             Fares do not include taxes or surcharges.

                             Net fares are subject to change until ticketed.

                             When LAX-CMH nonstop night service is used for LAX to East Coast,
                             the night fare may be used when the connecting flight out of CMH
                             departs at or before 10 a.m.  Applicable East Coast cities are
                             BDL, BOS, BWI, DCA, EWR, LGA, MDW, ORD, PHL.

Page 6 of 9                                               Consolidator Agreement
                                                             Cheap Tickets, Inc.

Fare Basis Codes:                                          FARE BASIS CODES
                                                         Day                      Night
                                   Fare Type           Off-Peak     Day Peak     Off-Peak     Night Peak
                             HIGH Season One-Way       VHO3CNO      VHP3CNO      KNHO2CNO     KNHP2CNO
                             HIGH Season Roundtrip     VHO3CN       VHP3CN       KNHO2CN      KNHP2CN
                             LOW Season One-Way        VO3CNO       VP3CNO       KNO2CNO      KNP2CNO
                             LOW Season Roundtrip      VO3CN        VP3CN        KNO2CN       KNP2CN

IT Code:                     ITLPCTI (must appear in tour code box)

Restrictions:                Tickets are nontransferable and nonrefundable, with the exception
                             of death of the passenger (properly documented).

Ticketing Agency:            Cheap Tickets, Inc.

Ticket Time Limit:           All tickets must be issued [****].

Ticket Entries:              1.  Base net fare, tax and total on auditor's coupon only.

                             2.  Flight coupons shall show zero (0) or BULK plus applicable XF

                             3.  Not valid before date of travel.

                             4.  Not valid after thirty (30) days from original travel date.

Days/Travel:                 Off-Peak [****]
                             (both directions).

                             Peak [****].

Flight Fund:                 Not permitted on net fares; permitted on published fares only.
                             Net fares must include the following PNR entry:
                             3GRPS/HPNN1 TCP1 CHEAP TICKETS

Markets:                     Systemwide (consolidator) Domestic, Mexico and ANC

[****]                       [****]

[****]                       [****]

Open Jaw                     Permitted

Open Returns                 Not Permitted

PTA/TBM:                     Not Permitted

Routing:                     Published America West and America West Express routings only.
                             All other codeshare flights are not applicable.

Rule 240:                    Permitted

[****]                       [****]

Stopover:                    Not Permitted

Waitlists:                   Not Permitted


Page 7 of 9                                               Consolidator Agreement
                                                             Cheap Tickets, Inc.



Booking Class:               Applicable published fare type

Groups:                      Not permitted

Reservations:                Booked by Customer only


Applicable Fares:            America West published fares in effect at the time of ticketing
                             and according to the tariff rules of that published fare (except
                             as stated below).  See "Restrictions" below.

                             Disclaimer:  Certain short-term, introductory or other published
                             promotional fares specifically prohibiting additional discounts
                             do not apply.


                             1.  Companion fares do not apply

                             2.  Promotional fares specifically prohibiting additional
                                 discounts do not apply

                             3.  Other discounts do not apply (senior discounts, vouchers,

                             4.  F-class excursion fares do not apply (FE14, etc.)

[****]                       [****]

Fare Basis Code:             Applicable to the published fare used.

IT Code:                     ITLPCTIPBA (must appear in tour code box)
Ticketing Agency:            Cheap Tickets, Inc.

ARC Number(s):               See Attachment D

Ticket Entries:              All published fare ticket entries are required, with the
                             exception of the following:

                             The discounted published fare should be omitted from the base,
                             tax and total box of the passenger coupon if Customer uses all of
                             or a portion of commission to discount the published fare.  The
                             discounted published fare and applicable base, tax, total and
                             commission amounts must be shown on all auditor's coupons.


Markets:                     Published America West and America West Express routings only.
                             Codeshare flights are not applicable.

Restrictions:                All published rules apply, unless otherwise stated above.

Page 8 of 9                                               Consolidator Agreement
                                                             Cheap Tickets, Inc.



PROGRAM TITLE:  Cheap Tickets, Inc.
                1440 Kapiolani Boulevard, Suite 800
                Honolulu, Hawaii  96814



Page 9 of 9                                               Consolidator Agreement
                                                             Cheap Tickets, Inc.