Sample Business Contracts

Airline Participation Agreement - Inc. and American Airlines Inc.

Sponsored Links


      THIS AGREEMENT (this "Agreement"), dated as of November 17, 1999, is
 by and between Incorporated, a Delaware corporation with an
 address at Five High Ridge Park, Stamford, Connecticut 06905 ("Priceline"),
 and American Airlines, Inc., a Delaware corporation, whose principal place
 of business is set forth in the notice provision of this Agreement

                           Preliminary Statement

      Priceline provides a service that allows consumers to purchase airline
 tickets at an offer price determined by the consumer (the "Priceline
 Service"). The consumer identifies the departure and return dates for
 travel and the price the consumer is willing to pay for the airline
 ticket(s). Priceline then determines if it is able to fulfill the
 customer's offer and, if it is able to do so, Priceline issues a ticket to
 the customer on the applicable carrier.

      Airline desires to participate in the Priceline Service and, in
 connection therewith, will provide Priceline with unpublished fares subject
 to the Restrictions (defined herein) for select origin and destination city
 pairs (each, an "O&D") identified by Airline in accordance with the terms
 and conditions set forth in this Agreement.

      Priceline desires to include Airline as a participating carrier in the
 Priceline Service and to have access to such unpublished fares in
 accordance with the terms and conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the covenants and agreements set
 forth in this Agreement, the parties agree as follows:

 I.   Ticket Restrictions and Related Matters

      1.   Airline shall make available to Priceline unpublished fares (the
           number an pricing of which determined by Airline in its sole
           discretion), for O&Ds (selected by Airline in its sole
           discretion) for a minimum period of l year, effective from the
           date that Priceline issues the first ticket on such fares. Such
           fares may be either, in Airline's sole discretion, "Special Net
           Fares" that provide fixed price levels with rules and
           availability classes specific to Priceline; or these fares may be
           "Netted Retail Fare" that are constructed by applying a specific
           discount, if any, to published retail fares. If Netted Retail
           Fares are used, Airline agrees to provide reasonable advance
           purchase rule waivers so that such fares can be used to issue
           Priceline Tickets (defined below).  All unpublished fares
           provided to Priceline must be issued in accordance with rules and
           restrictions provided to Priceline by Airline from time to time.
           By way of example only, unpublished fares on certain O&D's may
           require specific routings or be flight/day specific. At all times
           during the term of this Agreement, Airline will exclusively
           control and determine the unpublished fares, the O&Ds, the rules
           and restrictions, and the levels of inventory provided to
           Priceline by Airline.

      2.   All tickets issued by Priceline for carriage on Airline (each, a
           "Priceline Ticket") shall be subject to the following
           restrictions (the "Restrictions"):

           (a)  Except as otherwise provided in Section IV.4 hereof, all
                Priceline Tickets will be nonrefundable, nonendorsable and

           (b)  All travel will be roundtrip with no stopovers or openjaw
                travel permitted, with no upgrades permitted and no seat
                assignments prior to date of departure;

           (c)  Frequent Flyer mileage and upgrades will not be permitted;
                provided, Airline may offer such benefits at its option;

           (d)  Priceline customers must agree to (i) make up to one stop or
                connection on both their departing and return flights on any
                routing, (ii) accept a ticket on any carrier participating
                in the Priceline Service (each , a "Participating Carrier"),
                and (iii) travel on any flight on the specified date of
                travel (x) for domestic U.S. flights, departing during the 6
                a.m.  10p.m. time period (or other base period that may be
                identified) unless the customer has specified a request to
                include flights departing outside those periods, and (y) for
                international flights, at any time (i.e., 12:0 l a.m. to
                11:59 p.m.);

           (e)  All Priceline travel reservations and bookings shall be made
                without Priceline customers specifying a preferred (or
                requested) carrier, flight or time of day travel
                preference(s) on the specified date(s) of travel;

           (f)  All Priceline Tickets require instant ticketing guaranteed
                with a major credit card if Priceline is able to provide an
                airline ticket within the customer's requested price,
                departure and return date parameters;

           (g)  Priceline Ticket reservations are limited to no more than
                eight persons traveling in the same itinerary; and

           (h)  Except as otherwise provided herein, in any seven (7) day
                calendar period, a Priceline customer shall be limited to
                making one (1) offer price for airline ticket(s) for a Trip. A
                "Trip" is defined as travel between the same airports on the
                same dates of travel. A Priceline customer may, within a seven
                calendar day period, make an offer for travel in a different
                airport pair, on different dates of travel or accept off-peak
                travel on nonjet service. Priceline will not sell a ticket to a
                Priceline customer in response to a second (or subsequent)
                offer for a Trip within a seven calendar day period; provided,
                that Priceline may sell a ticket in connection with a one time
                second offer if the Priceline customer (i) raises the offer by
                a minimum of [**] and (ii) accepts, as part of the second
                offer, (x) a travel package which includes a hotel or rental
                car offer, or (y) a product or service co- marketed by
                Priceline such as a credit card or long distance telephone
                service or other co-marketing program

      3.   Airline may include, in addition to the Restrictions, other fare
           rules and conditions for Priceline Tickets issued on Airline.
           All Priceline Tickets issued for carriage on Airline shall be
           subject to the published conditions of carriage and the fare
           rules of Airline, to the extent such conditions and fare rules
           are not inconsistent with the Restrictions.  Airline will honor
           all Priceline Tickets issued for travel on Airline in accordance
           with the Restrictions and other rules and conditions established
           by Airline for Priceline Tickets.

 II.  Priceline Ticket Reservations., Bookings, Payment and Fulfillment

      1.   Airline will file unpublished fares and rules for Priceline
           Tickets selected by Airline with the computer reservation system
           ("CRS") used by Priceline.  Additionally, Priceline will
           cooperate with Airline to identify and work toward the most
           efficient system for the filing of fares for use by Priceline in
           the operation of its air travel service with Airline, including
           direct settlement through Airline's internal reservation system.

      2.   Priceline will determine the price at which tickets are sold
           based on customer offers received through the Priceline Service.
           Priceline shall not advertise prices or fares below Airline's
           published or unpublished fares.

      3.   All unpublished fares made available by Airline for sale through
           the Priceline Service shall not be commissionable and shall be
           inclusive, where applicable, of the applicable domestic federal
           transportation excise tax contained in Section 4261(a) of the
           Internal Revenue Code. All such unpublished fares shall be
           exclusive of any Ticket Taxes, which, when applicable, must be
           added to the fare amount and paid by Priceline to Airline
           including the domestic federal segment taxes contained in Section
           4261(b) of the Internal Revenue Code.  The term "Ticket Taxes" is
           defined in Section VII.4. of this Agreement.

      4.   In all Priceline Ticket transactions, Priceline will be the
           merchant of record and will pay and be responsible for all
           associated merchant charges and expenses including, without
           limitation, credit card fees, and will assume the risk of
           nonpayment by the customers and/or the credit card companies. All
           Priceline tickets sold on Airline will be settled through Airline
           Reporting Corporation ("ARC").

      5.   All tickets of Airline issued through the Priceline Service will
           be issued by Priceline using Agency ARC: 07508546. In collecting
           payment for Priceline Tickets, Priceline will act as the agent of
           Airline pursuant to Agent's ARC Agent Reporting Agreement with

      6.   Unless otherwise directed by a Priceline customer, all Priceline
           Tickets issued on Airline will be issued electronically.
           Priceline will encourage its customers to accept electronic
           ticketing for all Priceline Ticket requests by imposing an
           additional charge for the issuance of paper tickets and
           maintaining the issuance of electronic tickets as the default
           option on the Priceline Service.  After issuance of electronic
           tickets, Priceline will promptly forward to the customer a
           receipt of purchase and standard conditions.

      7.   Subject to the provisions of Paragraph  II.5 above, all Priceline
           paper tickets for carriage on Airline will be issued by Priceline
           on standard ARC traffic documents and will be validated with
           Airline's validation in accordance with ARC requirements. The
           passenger coupon will show "bulk" for the fare amount and will
           include all additional collections noted in Paragraph 11.3 above.
           The auditor's coupon will show the Airline's unpublished fare
           authorized for Priceline.

      8.   At the request of Airline, Priceline will incorporate into the
           Priceline Service, on commercially negotiated terms, a "hot link"
           to the designated Internet site of Airline; provided, however,
           that Priceline will have a reasonable period of time following
           any such request to accomplish any system changes, additions or
           enhancements necessary or appropriate for the inclusion of any
           such hot link.

 III. Priceline Ticket Allocation Methodology

      All Participating Carriers will be given the first opportunity to fill
      a customer ticket request based on a formula which allocates such
      requests in proportion to the aggregate domestic or international
      market share (as applicable) of each Participating Carrier for each
      O&D requested.  If a Participating Carrier fails to respond to a
      ticket request on its designated first look, then Priceline will
      allocate the request through a second round of preferred looks, which
      will be allocated in proportion to the aggregate domestic or
      international market shares (as applicable) of all remaining
      Participating Carriers for each O&D requested (but excluding the
      Participating Carrier that failed to fulfill the ticket request on the
      first look).  In the event that the Participating Carrier with the
      first look allocation is unable to satisfy the offer, and the
      Participating Carrier with the second look allocation is unable to
      satisfy the offer, Priceline will allocate "subsequent looks" in its
      sole discretion to satisfy a customer's offer.

 IV.  Priceline Customer Service

      1.   Priceline will provide twenty-four (24) hour customer support
           services to all Priceline customers through a toll-free number at
           the customer support center designated by Priceline from time to
           time. The customer support center will be adequately staffed with
           personnel trained to take Priceline Ticket requests by phone and
           respond to all customer inquiries for related service and
           support. Priceline will use commercially reasonable efforts to
           ensure that its customer service representatives provide quality
           customer service and support to Priceline customers in a prompt,
           reliable and courteous manner.

      2.   The ticket Restrictions will apply to all tickets issued through
           the Priceline Service on Airline. Airline may waive, at its own
           cost and expense, one or more of the Restrictions set forth in
           Sections I.2 (a)(f) pursuant to a direct arrangement made by
           Airline with the applicable customer holding a Priceline Ticket.
           On an exception basis where necessary or appropriate to address
           an escalating customer service issue of any individual customer,
           Priceline may refund the price of a Priceline Ticket applicable
           to such customer.  In the event that such refunds exceed [**]% of
           Priceline Ticket gross ticket sales in any month, Priceline will
           implement such actions as are necessary to cause total refunds to
           be below [**]% of Priceline Ticket gross ticket sales in the
           following month.  If in any three month period, total refunds
           exceed [**]% of Priceline Ticket gross ticket sales, Priceline will
           be responsible for any refunds greater than [**]% of Priceline
           Ticket gross ticket sales. At Airlines' request, Priceline shall
           provide Airline with a monthly report detailing the number and
           amount of refunded Priceline Tickets involving air transportation
           services on Airline.  Priceline and Airline will jointly develop
           additional the guidelines upon which such exception refunds will
           be governed.

 V.   Confidentiality

      1.   Priceline and Airline will each hold in confidence and, without
           the prior written consent of the other, will not reproduce,
           distribute, transmit, transfer or disclose, directly or
           indirectly, in any form, by any means or for any purpose, any
           Confidential Information of the other party. As used herein, the
           term "Confidential Information" shall mean this Agreement and its
           subject matter, and proprietary information that is provided to
           or obtained from one party to the other party including any
           information which derives economic value, actual or potential,
           from not being generally known to, and not generally
           ascertainable by proper means by, other persons, including the
           unpublished fares provided by Airline to Priceline pursuant to
           this Agreement. The recipient of Confidential Information may
           only disclose such information to its employees, attorneys and
           accountants on a need-to-know basis and provided each is aware of
           this provision and agrees to comply with its terms.

      2.   The obligations of a recipient party with respect to Confidential
           Information shall remain in effect during and after the term of
           this Agreement (including any renewals or extensions hereof) and
           for a period of five (5) years thereafter, except to the extent
           such data:

           (a)  as a result of a disclosure by the recipient, or its
                directors ,officers, employees, agents or advisors;

           (b)  becomes available to the recipient n a non-confidential
                basis from a source other than the disclosing party or its
                affiliated companies, provided that such source is not bound
                by any confidentiality obligations to the disclosing party
                or its affiliated companies (as applicable);

           (c)  is necessary to comply with applicable law or the order of
                other legal process of any court or similar governmental
                authority having jurisdiction over the recipient; provided,
                that to the extent reasonably practicable, the recipient
                shall deliver any such order or legal process to the other
                party prior to complying therewith to enable the other party
                to seek a protective order or other remedy to protect it's
                the disclosure of its confidential information. Both parties
                hereto acknowledges that the other party  may be required to
                file this Agreement with the Securities and Exchange
                Commission ("SEC"), as required by federal securities laws,
                and that such filing shall not be deemed a violation of the
                provisions of this Article V; or

           (d)  was in the possession of the recipient party prior to the
                date of disclosure by the other party, as shown by written
                records of the recipient party

      3.   In the event the recipient becomes legally compelled to disclose
           any of such Confidential Information by any governmental court or
           body, recipient will provide the disclosing party with prompt
           notice so that the disclosing party may seek a protective order
           or other appropriate remedy and/or waive compliance (in writing)
           with the provisions hereof.  In the event that such protective
           order or other remedy is not obtained, or the disclosing party
           waives in writing compliance with the provisions hereof,
           recipient will furnish only that portion of such Confidential
           Information which is legally required and will exercise its
           reasonable business efforts to obtain appropriate assurance that
           confidential treatment will be accorded such Confidential

      4.   The recipient of Confidential Information will exercise
           reasonable commercial care in protecting the confidentiality of
           the other party's Confidential Information.

      5.   Priceline will not, without Airline's prior written consent,
           identify Airline's participation in the Priceline service until a
           customer is booked and confirmed for ticketing.  Further,
           Priceline will not, without Airline's prior written consent, in
           any media (including its Internet site) indicate that Airline is
           participating or has participated in the Priceline Service except
           to indicate that as a consumer proposition, a Priceline customer
           must accept a routing on one of the major U.S. full service
           airlines or, in the case of international travel, other airline
           carriers available through the Priceline Service. Airline will
           not disclose its participation in the Priceline Service without
           Priceline's prior consent.

      6.   During the term of this Agreement neither Priceline nor Airline
           shall use the other party's trademarks, trade names, service
           marks, logos, emblems, symbols or other brand identifiers in
           advertising or marketing materials, unless it has obtained the
           prior written approval of the other party. The consent required
           by this Paragraph V.6. shall extend to the content of the
           specific advertising or marketing items as well as the placement
           and prominence of the applicable trademark, trade name, service
           mark, logo, emblem, symbol or other brand identifier of the other
           party.  Priceline or Airline, as applicable, shall cause the
           withholding, discontinuance, recall or cancellation, as
           appropriate, of any advertising or promotional material not
           approved in writing by the other party, that differs
           significantly from that approved by the other party, or that is
           put to a use or used in a media not approved by the other party.

      7.   Priceline will not disclose (including without limitation by
           sale) to any third party information specific to a customer's
           usage of Airline obtained through the Priceline Service.

      8.   During the term of the Agreement, and for a period of one year,
           thereafter, Airline agrees not to make any remarks to the public
           about Priceline or the Priceline Service that is intended to be
           negative or disparaging, other than in connection with any
           litigation between the parties or otherwise as required by law.

 VI.  Term of Agreement

      1.   Subject to the provisions of this Paragraph VI., the term of this
           Agreement (herein so called) will commence on the date set forth
           on the first page of this Agreement (the "Commencement Date") and
           will continue until terminated pursuant to this Paragraph VI.
           Notwithstanding the foregoing, Priceline or Airline may terminate
           this Agreement at any time after one (1) year following the
           Commencement Date, with or without cause, on thirty (30) days'
           prior written notice to the other party.

      2.   In the event either party is in material breach of its
           obligations under this Agreement, the non-breaching party may
           terminate this Agreement on thirty (30) days written notice to
           the breaching party, provided the breaching party has failed to
           cure such breach within such thirty (30) day period.

      3.   Either party may terminate this Agreement upon written notice to
           the other party in the event that bankruptcy or insolvency
           proceedings are filed by or commenced against the other party.

      4.   The obligations of the parties under Paragraphs V., VII. and IX.
           of this Agreement shall indefinitely (except as otherwise limited
           to a certain term therein) survive the termination of this

      5.   In the event of written notice of termination of this Agreement
           in accordance with the terms of this Paragraph VI, all Priceline
           Tickets issued on Airline prior to the effective date of
           termination specified in such notice will be honored by Airline
           under the terms of this Agreement.

 VII. Representations and Warranties and Indemnification

      1.   Each party hereby represents and warrants to the other as

           (a)  Such party is duly organized and validly existing under the
                laws of the state of its incorporation and has full
                corporate power and authority to enter into this Agreement
                and to carry out the provisions hereof.

           (b)  Such party is duly authorized to execute and deliver this
                Agreement and to perform its obligations hereunder.

           (c)  This Agreement is a legal and valid obligation binding upon
                it and enforceable with its terms.  The execution, delivery
                and performance of this Agreement by such party does not
                conflict with any agreement, instrument or understanding,
                oral or written, to which it is a party or by which it may
                be bound, nor violate any law or regulation of any court,
                governmental body or administrative or other agency having
                jurisdiction over it.

      2.   Priceline represents and warrants that it owns or has the legal
           right to use the systems, processes and technology used by
           Priceline to provide the Priceline Services and they do not, to
           the best of its knowledge, infringe any patent of any third

      3.   Priceline will indemnify, defend and hold harmless Airline, its
           officers, directors, employees and agents, from and against all
           damages, losses and causes of action (including reasonable
           attorneys' fees), including, without limitation, damage to
           property or bodily injury, on an after-tax basis, to the extent
           caused by or related to (i) Priceline's breach of this Agreement
           or the ARC Agent Reporting Agreement, (ii) any inaccuracy in any
           of Priceline's representations or warranties set forth in
           Paragraphs VII.1. and VII.2. above, (iii) by the negligence or
           willful acts of Priceline or any of its employees or agents, or
           (iv) any actual or alleged claim that all or any part of the
           systems, processes or technology used by Priceline to provide the
           Priceline Services infringes, directly or indirectly, any patent
           or copyright or misappropriates any trade secret.

      4.   Priceline shall be solely responsible for collecting and
           remitting Ticket Taxes, if any, payable on amounts collected by
           Priceline on tickets issued for travel by Airline in excess of
           amounts paid by Priceline to Airline in respect to such tickets.
           The term "Ticket Taxes" includes: (i) any applicable taxes
           pursuant to Section 4261 of the Internal Revenue Code paid along
           with all penalties and interest thereon and (ii) any applicable
           passenger facility charges, stamp taxes, excise taxes, (including
           segment fees), value added taxes (in the nature of a sales or use
           tax), gross receipts taxes (in the nature of a sales or use tax),
           U.S. Department of Agriculture APHIS user fees, U.S. Customs user
           fees, U.S. Immigration and Naturalization Service user fees,
           security charges and other taxes and user fees or charges imposed
           by any domestic or foreign governmental entity on a per passenger
           basis or as a percentage of the fare paid and all penalties and
           interest thereon.  Priceline will indemnify, defend and hold
           harmless Airline and its affiliates, and any of their officers,
           directors, employees, and agents, from and against all
           assessments or payments for tax, interest and penalties for
           Ticket Taxes on any amounts attributed to the excess of the
           amounts paid or payable by Priceline to Airline for tickets
           purchased under this Agreement.  This indemnification
           specifically includes, but is not limited to, assessments or
           payments under Sections 4261, 4263, 6651, 6652, 6656, 6662, 6672,
           or 6861 of the Internal Revenue Code, and any successor
           provisions.  Priceline further agrees, as part of this
           indemnification, to reimburse Airline and its affiliates, and any
           of their officers, directors, employees, and agents, for any
           reasonable out of pocket expenses, including attorneys' fees and
           expenses Airline may have incurred in connection with any such
           assessment or payment raised by any authority in connection with
           such Priceline Tickets. The obligations of this Section are
           supplementary of those set forth in Section VII. 3.  and shall
           survive the termination of this Agreement.

      5.   Priceline hereby acknowledges that Airline's sales documentation
           for Priceline Tickets sold to Priceline is sufficient to meet the
           requirements of Section 7275 of the Internal Revenue Code and
           Priceline is responsible for Section 7275 obligations regarding
           ticketing and advertising of Priceline Tickets.

      6.   Airline will indemnify, defend and hold harmless Priceline and
           its officers, directors, employees and agents from and against
           all damages, losses and causes of action (including reasonable
           attorneys' fees), including, without limitation, damage to
           property or bodily injury, on an after-tax basis, to the extent
           caused by (i) Airline's breach of this Agreement, (ii) any
           inaccuracy in any of Airline's representations or warranties set
           forth in Paragraph VII.1. above, or (iii) by the negligence or
           willful acts of Airline or any of its employees or agents.

 VIII.     Reporting and Audit Rights

      1.   Priceline will provide monthly (or at least as frequently as to
           the other Participating Carriers) electronic reports in a format
           reasonably agreed to by Priceline and Airline summarizing (i)
           information concerning each ticket issued by Priceline on
           Airline; (ii) aggregate information (i.e. non airline specific)
           for all tickets issued by Priceline I in each O&D that Airline
           participates (including, without limitation, aggregate
           information on the number of passengers ticketed per O&D by
           travel date); (iii) aggregate information for all Priceline
           offers not ticketed in each O&D that Airline participates; (iv)
           information about the market share in each O&D in which Airline
           participates; and (v) any other information reasonably requested
           by Airline.

      2.   Priceline will provide to Airline an annual statement by
           Priceline's independent accounting firm or other qualified third-
           party concerning Priceline's compliance with the Priceline Ticket
           Allocation Methodology specified in Paragraph III. and all
           reporting obligations required by this Agreement.

      3.   Airline may, upon reasonable notice to Priceline and during
           normal business hours, audit the financial books and records of
           Priceline and the information specified in Paragraphs VIII.1. and
           2.  Any such audit shall be at the sole cost and expense of
           Airline, except that the costs of the audit will be at the
           expense of Priceline if it reveals that Priceline has not
           materially complied with the terms of this Agreement.

 IX.  General Provisions

      1.   Any notice required or permitted hereunder shall be deemed
           sufficient if given in writing and delivered personally, by
           facsimile transmission, by reputable overnight courier service or
           United States mail, postage prepaid return receipt requested, to
           the addresses shown below or to such other addresses as are
           specified by similar notice, and shall be deemed received upon
           personal delivery, upon confirmed facsimile receipt, two (2) days
           following deposit with such courier service, or three (3) days
           from deposit in the United States mails, in each case as herein

           If to Priceline:

           Five High Ridge Park
           Stamford, CT 06905
           Attention: Paul Francis, Chief Financial Officer
           Phone: (203 ) 705-0000
           Fax: (203) 595-8344

           With a copy to:

           Five High Ridge Park
           Stamford, CT 06905
           Attention: Timothy G. Brier, Executive Vice President, Travel
           Phone: (203) 7053000
           Fax: (203) 5958343

           If to Airline:

           American Airlines, Inc.
           4333 Amon Carter Boulevard
           Fort Worth, TX 76155
           Attention: Craig Kreeger, Vice President & General Sales Manager
           Phone: (817) 972-2742
           Fax: (972) 425-7697

           With a copy to

           American Airlines, Inc.
           4333 Amon Carter Boulevard
           Fort Worth, TX 76155
           Attention: Corporate Secretary
           Phone: (817) 9671254
           Fax: (817) 9674313

           A party may change its address and the name of its designated
           recipient of copies of notices for purposes of this Agreement by
           giving the other pates written notice of the new name and the
           address, phone and facsimile number of its designated recipient
           in accordance with this Paragraph IX.1.

      2.   The relationship by and among Airline, Priceline and as set forth
           in this Agreement shall be nonexclusive. As such, Airline may
           participate in other programs, similar or dissimilar, to the
           Priceline Service.

      3.   No waiver or breach of any of the provisions of this Agreement
           shall be construed as a waiver of any succeeding breach of the
           same or any other provision.

      4.   This Agreement and the Attachments hereto supersede and replace
           all previous understandings or agreements, oral or written, with
           respect to the subject matter.  The captions in this Agreement
           are for convenience only and do not alter any terms of this

      5.   This Agreement may be amended or modified only by a written
           amendment executed by the parties.

      6.   The formation, construction, performance and validity of this
           Agreement shall be governed by the internal laws of the State of
           New York. Each party agrees that any civil suit or action brought
           against it as a result of any of its obligations under this
           Agreement may be brought against it either in the state or
           federal courts of the principal place of business of either
           party, and each party hereby irrevocably submits to the
           jurisdiction of such courts and irrevocably waives, to fullest
           extent permitted by law, any objections that it may now or
           hereafter have to the laying of the venue of such civil suit or
           action and any claim that such civil suit or action  has been
           brought in an inconvenient forum, and each party further agrees
           that final judgment in any such civil suit or action shall be
           conclusive and binding upon it and shall be enforceable against
           it by suit upon such judgment in any court of competent

      7.   No party will in any manner or by any device, either directly or
           indirectly, act in violation of any applicable law, governmental
           order or regulation.  Priceline shall comply at all times with
           the provisions of Airline's tariffs (except where such tariffs
           are specifically amended by Airline under the terms of this
           Agreement) and the terms of the Airline Reporting Corporation
           (ARC) Agent Reporting Agreement and the American Airlines
           Addendum thereto.

      8.   Priceline agrees to notify Airline promptly, in writing, in the
           event there is a change of control in the ownership of Priceline.
           For purposes of this Agreement, a "change of  control" with
           respect to a party means (i) the acquisition by any other person
           or group (within the meaning of Section 13(d)(3) of the
           Securities Exchange Act (except an employee group of such party,
           any of its subsidiaries or a company of such party)), of the
           beneficial ownership securities representing 20% or more of the
           combined voting power of the securities entitled to vote
           generally in the election of the board of directors of such
           party, or (ii) the sale, mortgage, lease or other transfer of
           assets or earning power constituting more than 50% of the assets
           or earning power of such party (other than ordinary course
           financing); PROVIDED that in no event shall a change of control
           be defined to include (i) the formation by a party of a holding
           company or (ii) an intra-corporate transaction with a company
           under common control with a party.  Upon the occurrence of a
           change of control of a party, the other party may terminate this
           Agreement on thirty (30) days prior written notice.

      9.   No party hereto shall assign or transfer or permit the assignment
           or transfer of this Agreement without the prior written consent
           of the other party.

      10.  This Agreement shall not be deemed to create any partnership or
           joint venture between Airline and Priceline, nor to create any
           rights in favor of any person or entity other than the parties
           hereto.  This Agreement is for the sole benefit of the parties
           and nothing herein expressed or implied shall give or be
           construed to give any other person any legal or equitable rights


      12.  In the event that either party hereto is prevented from
           fulfilling any of its obligations under this Agreement for a
           period not exceeding one hundred twenty (120) consecutive days
           for a reason beyond its control, including, but not limited to,
           strikes, lockouts, work stoppages or other labor disputes, riots,
           civil commotions, acts of God, fire, flood and other weather-
           related reasons, governmental action or directive (a "Force
           Majeure Event "), such party shall not, by reason of being so
           prevented, be in breach of this Agreement and such condition
           shall not be cause of termination by the other party. If a Force
           Majeure Event continues for a period in excess of one hundred
           twenty (120) consecutive days as to one party which prevents that
           party from fulfilling in any material way its obligations under
           this Agreement to the party, the other party shall have the right
           to terminate this Agreement upon thirty (30) days' advance
           written notice to the other party.

      13.  It is expressly acknowledged that this Agreement is not
           conditioned in any way upon Priceline's  choice of, or use of,
           any particular computer reservation system.

      14.  Unless otherwise expressly provided, the remedies provided by
           this Agreement are not intended to be exclusive.  Each shall be
           cumulative and shall be in addition to all other remedies
           available to either party under this Agreement, at law or in

      15.  This Agreement may be executed in counterparts, each of which
           shall be deemed an original, and together, shall constitute one
           and the same instrument.  Execution may be effected by delivery
           of facsimiles of signature pages (and the shall follow such
           delivery by prompt delivery of originals of such pages).

      IN WITNESS WHEREOF., the parties have executed and delivered this
 Agreement on the date indicated above.


 By:______________________            By:________________________
 Name:  Timothy Brier                 Name:
 Title: Executive Vice President,     Title:

[**]=Confidential Treatment requested for redacted portion