Airline Participation Agreement - priceline.com Inc. and PriceLine Travel Inc. and Delta Air Lines Inc.
AIRLINE PARTICIPATION AGREEMENT
THIS AGREEMENT (this "Agreement"), dated August 31, 1998, is by and
among priceline.com Incorporated, a Delaware corporation with an address at Five
High Ridge Park, Stamford, Connecticut 06905 ("PRICELINE INC."), PriceLine
Travel, Inc., a Delaware corporation with an address at 5 High Ridge Park,
Stamford, Connecticut 06905 ("PriceLine Travel" and, together with Priceline
Inc., being collectively referred to herein as "PRICELINE"), and the undersigned
airline, whose principal place of business is set forth on the signature page of
this agreement ("Airline").
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 Travel 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connection therewith, will provide Priceline with unpublished fares subject to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Priceline Service and to have access to such unpublished fares in accordance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:
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I. TICKET RESTRICTIONS AND RELATED MATTERS
1. Airline shall make available unpublished fares to Priceline
for O&Ds identified by Airline in accordance with the terms
and conditions set forth in this Agreement. Unpublished fares
provided to Priceline must be issued in accordance with rules
and restrictions provided to Priceline from time to time. By
way of example, unpublished fares on certain O&D's may require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 control and
determine the unpublished fares and levels of inventory
provided to Priceline. It is expressly understood and agreed
that Airline makes no commitment whatsoever regarding the
level of inventory, number of O&Ds or the level of unpublished
fares that will be provided to Priceline.
2. All tickets issued by Priceline for carriage on Airline (each,
a "PRICELINE TICKET") shall be subject to the following
restrictions (the "RESTRICTIONS"):
(a) All Priceline Tickets will be non-refundable,
non-endorsable and non- changeable;
(b) All travel will be round-trip with no stopovers or
open-jaw travel permitted;
(c) Frequent Flyer mileage and upgrades will not be
permitted; provided, Airline may offer such benefits
to the extent that it is impractical to impose
frequent flyer restrictions on Priceline Tickets;
(d) Priceline customers must agree to (i) make at least
one stop or connection on both their departing and
return flights, (ii) accept a ticket on any
Participating Carrier, and (iii) travel on any flight
on the specified date of travel (x) for domestic U.
S. flights, during the 6 a.m. - 10 p.m. time period
[unless the customer has specified a request to
include flights departing outside those periods], and
(y) for international flights, at any time (i.e.,
12:01 a.m. to 11:59 p.m.);
(e) All Priceline travel reservations and bookings shall
be made without Priceline customers specifying a
preferred (or
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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; and
(g) Priceline Ticket reservations are limited to no more
than eight persons traveling in the same itinerary.
(h) In any seven day calendar period, a Priceline
customer shall be limited to making one 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 or on different dates of
travel. 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 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; provided further,
that Priceline shall limit the number of such second
offers to not greater than twenty percent (20%) of
first offers.
3. Airline may include, in addition to the Restrictions, other
fare rules and conditions for Priceline Tickets issued on
Airline such as advance purchase or Saturday night stay
requirements. Priceline also reserves the right to impose
additional restrictions on Priceline Tickets, including a
Saturday night stay requirement, as part of the Restrictions.
4. The 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 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 promote customer good will,
Priceline may refund the price of a Priceline
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Ticket pursuant to a direct arrangement made by Priceline with
the applicable customer. Priceline shall provide Airline with
a monthly report detailing the number and amount of refunded
Priceline Tickets involving air transportation services on
Airline.
5. The Restrictions will be communicated by Priceline to the
customer via the Internet (or through Priceline's customer
service representatives if the consumer contacts Priceline
through its toll free customer service number), and will be
set forth on ticketing and/or itinerary documentation issued
by PriceLine Travel.
6. 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 consistent 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 with the computer reservation system ("CRS") used by
Priceline Travel.
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 fares. As used herein, "published fare"
means an Airline fare published through the Airline Tariff
Publishing Company (ATP) and available for sale by Airline
appointed agents for scheduled air transportation.
3. All unpublished fares made available by Airline for sale
through the Priceline Service shall not be commissionable and
shall be inclusive of the domestic 9% federal transportation
excise tax. All such unpublished fares shall be exclusive of
any domestic federal segment taxes, and any domestic or
international fuel, departure, arrival, passenger facility,
airport, terminal and/or security taxes or surcharges which,
when applicable, must be added to the fare amount collected
from the passenger and shown on the Priceline Ticket.
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4. Upon locating a unpublished fare satisfying a Priceline
customer's ticket request, PriceLine Travel shall immediately
ticket the customer's ticket price against a valid credit card
provided by the Priceline customer.
5. In all Priceline Ticket transactions, PriceLine Travel will be
the merchant of record and will pay all associated merchant
credit card fees. All Priceline tickets sold on Airline will
be settled through ARC.
6. All tickets of Airline issued through the Priceline Service
will be issued by PriceLine Travel using Agency ARC:
07-50854-6. In collecting payment for Priceline Tickets,
PriceLine Travel will act as the agent of Airline pursuant to
Agent's ARC Agent Reporting Agreement with the Airlines
Reporting Corporation ("ARC").
7. Unless otherwise directed by a Priceline customer, all
Priceline Tickets issued on Airline will be issued
electronically. After issuance, Priceline will promptly
forward to the customer a receipt of proof of purchase,
contract of carriage on Airline and a copy of the Restrictions
(including any additional restrictions imposed by Airline). In
the event a Priceline customer requests Airline to provide a
separate electronic ticket receipt for an electronic ticket
issued by PriceLine Travel, Priceline agrees that the price
shown on Airline's receipt will reflect the unpublished fare
to PriceLine Travel until such time as Airline is reasonably
able to produce "bulk" electronic tickets. Insofar as the
disclosure of unpublished net fare information to the customer
may create customer relations issues for Airline, Airline may
direct PriceLine Travel to issue paper tickets until such time
as Airline is reasonably able to produce "bulk" electronic
tickets. To the extent the disclosure of such unpublished fare
information to the Priceline customer creates ongoing customer
relations issues for Priceline, PriceLine Travel may, upon
reasonable notice to Airline, independently issue paper
tickets to customers purchasing tickets on Airline until such
time as Airline produces "bulk" electronic tickets.
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8. Subject to the provisions of Paragraph II.7 above, 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.
9. Subject to the provisions of Paragraph II.5 above, all
Priceline paper tickets for carriage on Airline will be issued
by PriceLine Travel 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 II.3 above. The auditor's coupon will show the
Airline's unpublished fare as authorized by PriceLine Travel.
10. In the event that Priceline is unable to fulfill a Priceline
ticket request from unpublished fares and seat inventory
provided from airlines participating in the Priceline Service,
Priceline reserves the right to sell tickets on Airline using
published fares used by travel agents generally as reflected
in CRSs, in accordance with the rules and conditions
associated with such fares.
11. At the request of Airline, Priceline will incorporate into the
Priceline Service 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 airlines participating in the Priceline Service will be
given the first opportunity to fill a customer ticket request
based on a formula [**]. If a participating airline 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, [**] for each O&D requested (but excluding
the participating airline that failed to fulfill the ticket
request on the first look).
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IV. PRICELINE CUSTOMER SERVICE; JOINT MARKETING
1. Priceline will provide twenty-four 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.
2. 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.
3. Priceline will respond to Priceline customer questions and
issues pertaining to special handling requirements for
Priceline Tickets including processing any special customer
handling requirements in respect of Priceline Tickets issued
on Airline.
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 on a need-to-know basis.
2. The obligations of a recipient party with respect to
Confidential Information shall remain in effect during and
after the term of this
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Agreement (including any renewals or extensions hereof) and
for a period of five (5) years thereafter, except to the
extent such data:
(a) is or becomes generally available to the public other
than as a result of a disclosure by the recipient, or
its directors, officers, employees, agents or
advisor;
(b) becomes available to the recipient on 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); or
(c) is necessary to comply with applicable law or the
order or other legal process of any court,
governmental or similar authority having jurisdiction
over the recipient.
3. In the event that the recipient becomes legally compelled to
disclose any of such Confidential Information by any
governmental body or court, 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 Material which
is legally required and will exercise its reasonable business
efforts to obtain appropriate assurance that confidential
treatment will be accorded such Confidential Information.
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 disclose (including, without limitation, by
sale) to any third party information obtained through the
Priceline Service concerning a customer who has acquired a
ticket on Airline using the Priceline Service.
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6. Priceline will not identify Airline's participation in the
Priceline Service until a customer is booked and confirmed for
ticketing. Further, Priceline will not, 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. Except as set forth above, Priceline will not
disclose Airline's participation in the Priceline Service
without Airline's prior consent. Airline will not disclose its
participation in the Priceline Service without Priceline
Inc.'s prior consent.
VI. PROPRIETARY MARKS
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 VI 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.
VII. REPORTING; AUDIT RIGHTS
1. Priceline will provide monthly reports in a format designated
by Airline summarizing (i) information concerning each ticket
issued by PriceLine Travel on Airline; (ii) aggregate
information (i.e. non airline specific) for all tickets issued
by PriceLine Travel in each O&D that Airline participates; and
(iii) aggregate information for all Priceline offers
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from customers not ticketed in each O&D that Airline
participates.
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 Section
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 Sections VII.I
and 2. Any such audit shall be at the sole cost and expense of
Airline and shall be conducted in a manner that does not
unduly disrupt or interfere with the normal business
operations of Priceline.
VIII. TERM OF AGREEMENT
1. Subject to the provisions of this Paragraph VIII, this
Agreement will commence on the date set forth on the first
page of this Agreement (the "Commencement Date") and will
continue for a period of ten (10) years thereafter.
Notwithstanding the foregoing, Airline may terminate this
Agreement for any reason whatsoever after the third
anniversary of the Commencement Date upon 180 days' prior
written notice of termination delivered to Priceline. Airline
may terminate this Agreement at any time after the
Commencement Date in the event of a change of control of
Priceline Inc., other than a change of control resulting from
an initial public offering of shares of Priceline Inc. capital
stock.
2. Any party may terminate this Agreement at any time after the
Commencement Date if another party is in material breach of
its obligations hereunder and has failed to fully cure such
breach within thirty (30) days following its receipt of notice
of such breach.
3. The obligations of the parties under Paragraphs V and IX of
this Agreement shall indefinitely survive the expiration or
any termination of this Agreement.
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4. In the event of written notice of termination of this
Agreement in accordance with the terms of this Paragraph VIII,
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.
IX. INDEMNIFICATION
1. PriceLine Travel and Priceline Inc. will jointly and severally
indemnify, defend and hold harmless Airline, its officers,
directors, employees and agents, from and against all damages,
losses and causes of action including, without limitation,
damage to property or bodily injury, to the extent caused by
Priceline Inc.'s or PriceLine Travel's breach of this
Agreement or the ARC Agent Reporting Agreement, or by the
negligence or willful acts of either party or any of their
respective employees or agents.
2. Airline will indemnify, defend and hold harmless Priceline,
Inc. and PriceLine Travel, and their respective its officers,
directors, employees and agents from and against all damages,
losses and causes of action including, without limitation,
damage to property or bodily injury, to the extent caused by
Airline's breach of this Agreement or by the negligence or
willful acts of Airline or any of its employees or agents.
X. NO EXCLUSIVE
The relationship by and among Airline, Priceline Inc. and
PriceLine Travel as set forth in this Agreement shall be
non-exclusive. As such, Airline may participate in other
programs similar to the Priceline Service.
XI. GENERAL PROVISIONS
1. 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.
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2. If any paragraph, sentence or clause of this Agreement shall
be adjudged illegal, invalid or unenforceable, such
illegality, invalidity or unenforceability shall not affect
the legality, validity or enforceability of this Agreement as
a whole or of any paragraph, sentence or clause hereof not so
adjudged.
3. 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, 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
provided:
<TABLE>
<S> <C>
If to PriceLine Travel or to If to Airline,
Priceline Inc.:
Priceline.com Incorporated Delta Air Lines, Inc.
Five High Ridge Park 1030 Delta Boulevard
Stamford, CT 06905 Hartsfield Atlanta International Airport
Atlanta, GA 30320
Attention: Chief Financial Officer Attention: VP-Reservations Sales
& Distribution Planning
Phone: 203-705-3027 Phone: 404-715-4079
Fax: 203-595-8344 Fax: 404-715-2277
WITH A COPY TO: WITH A COPY TO:
Priceline.com Incorporated Delta Air Lines, Inc.
Five High Ridge Park 1030 Delta Boulevard
Stamford, CT 06905 Hartsfield Atlanta International Airport
Atlanta, GA 30320
</TABLE>
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<TABLE>
<S> <C>
Attention: General Counsel Attention: General Counsel
Phone: 404-715-2387
Fax: 404-773-1657
</TABLE>
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 parties written notice of the new name and
the address, phone and facsimile number of its designated
recipient in accordance with this Paragraph XI(3).
4. This Agreement and the Attachments hereto supersede and
replace all previous understandings or agreements, whether
oral or written, with respect to the subject matter hereof .
The captions in this Agreement are for convenience only and do
not alter any terms of this Agreement.
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 the
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 jurisdiction.
7. 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 parties
shall follow such delivery by prompt delivery of originals of
such pages).
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8. 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 Travel 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
Airlines Reporting Corporation (ARC) Agent Reporting Agreement
and any addenda thereto.
9. Priceline agrees to notify Airline promptly, in writing, in
the event there is a change of control in the ownership of
PriceLine Inc. 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 holding
company of such party)), of the beneficial ownership of
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) an initial public offering of shares of
a party's capital stock, (ii) the formation by a party of a
holding company, or (iii) an intra-corporate transaction with
a company under common control with a party.
10. No party hereto shall assign or transfer or permit the
assignment or transfer of this Agreement without the prior
written consent of the other parties.
11. 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 hereunder.
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12. NO PARTY WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST REVENUES, LOST PROFITS, OR LOST
PROSPECTIVE ECONOMIC ADVANTAGE, ARISING FROM THIS AGREEMENT OR
ANY BREACH HEREOF.
13. THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE
EVENT ANY PROVISION OF THIS AGREEMENT IS NOT PERFORMED IN
ACCORDANCE WITH THE TERMS HEREOF AND THAT THE PARTIES SHALL BE
ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES
OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND
PROVISIONS OF THIS AGREEMENT.
14. Each party has participated jointly in the negotiation and
drafting of this Agreement. In the event any ambiguity or
question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties, and
no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement
15. 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 MAJEUR 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 Majeur 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 other
party, the other party shall have the right to terminate this
Agreement upon thirty (30) days' advance written notice to the
other party.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the date indicated above.
AIRLINE:
PRICELINE TRAVEL, INC. DELTA AIR LINES, INC.
/s/ Tim Brier /s/ Frederick W. Reid
---------------------------- ----------------------------------
By: Tim Brier By: Frederick W. Reid
Title: President Title: Executive Vice President
and
Chief Marketing Officer
AIRLINE PRINCIPAL PLACE OF BUSINESS:
1030 Delta Boulevard
PRICELINE.COM Hartsfield Atlanta International
Airport
INCORPORATED Atlanta, GA 30320
/s/ Tim Brier
----------------------------
By: Tim Brier
Title: Executive Vice President
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