Sample Business Contracts

Airline Participation Agreement - Inc. and US Airways Inc.

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           THIS AGREEMENT (this "Agreement"), dated as of November 17, 1999,
 is by and between Incorporated, a Delaware corporation
 ("Priceline"), and US Airways, Inc., a Delaware corporation ("US Airways").

                           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.

           US Airways 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 in connection therewith, will provide Priceline with unpublished fares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 US Airways in
 accordance with the terms and conditions set forth in this Agreement.

           Priceline desires to include US Airways 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 carrier in the Priceline Service and to have access to such unpublished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

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

 I.   Delta Airlines Consent to US Airways participation:

      US Airways acknowledges Priceline's pre-existing agreement with Delta
      Air Lines, Inc. ("Delta") granting Delta the right to approve and/or
      limit additional airline participation in the Priceline Service.
      Priceline represents that it has obtained permission from Delta
      consenting to US Airways' ' participation in the Priceline Service
      upon the condition that Priceline limit US Airways' participation as
      provided in Section V of this Agreement.  Priceline acknowledges the
      desire and preference of US Airways to participate in the Priceline
      Service without restriction.  This Agreement in its entirety
      supersedes any previous participation agreement between Priceline and

 II.  Ticket Restrictions and Related Matters

      US Airways shall make available unpublished fares to Priceline for
      O&Ds identified by US Airways 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&Ds may require specific routings or be
      flight/day specific.  At all times during the term of this Agreement,
      US Airways will control and determine the unpublished fares and levels
      of inventory provided to Priceline.  It is expressly understood and
      agreed that US Airways 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.

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

           Except as otherwise provided in this Agreement, all Priceline
      Tickets will be non-refundable, non-endorsable and non-changeable;

           All travel will be round-trip with no stopovers or open-jaw
      travel permitted;

           Frequent Flyer  mileage and upgrades will not be permitted;
      provided, US Airways may offer such benefits to the extent that it is
      impractical to impose such frequent flyer restrictions on Priceline

           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, departing
      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.);

           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;

           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

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

           Except as otherwise provided herein, 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 knowingly 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) 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.

           US Airways may include, in addition to the Restrictions, other
      fare rules and conditions for Priceline Tickets issued on US Airways
      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.

           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.

           All Priceline Tickets issued for carriage on US Airways shall be
      subject to the published conditions of carriage and the fare rules of
      US Airways, to the extent such conditions and fare rules are

      consistent with the Restrictions.  US Airways will honor all Priceline
      Tickets issued for travel on US Airways in accordance with the
      Restrictions and other rules and conditions established by US Airways
      for Priceline Tickets.

 III. Priceline Ticket Reservations, Bookings, Payment and Fulfillment

           1.   US Airways will file unpublished fares and rules for
 Priceline Tickets with the computer reservation system ("CRS") used by

           2.   Subject to Article VI, 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 offered
 by any carrier that are below US Airways' published or unpublished fares.

           3.   All unpublished fares made available by US Airways for sale
 through the Priceline Service shall not be commissionable and shall be
 inclusive, where applicable, of the applicable domestic 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.

           4.   Upon locating an unpublished fare satisfying a Priceline
 customer's ticket request, Priceline 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 will be the
 merchant of record and will pay all associated merchant credit card fees.
 All Priceline tickets sold on US Airways will be settled through US Airways
 Reporting Corporation ("ARC").

           6.   All tickets of US Airways issued through the Priceline
 Service will be issued by Priceline using Agency ARC:  07-50854-6.  In
 collecting payment for Priceline Tickets, Priceline will act as the agent
 of US Airways pursuant to Agent's ARC Agent Reporting Agreement with ARC.

           7.   Unless otherwise directed by a Priceline customer, all
 Priceline Tickets issued on US Airways will be issued electronically.
 After issuance, Priceline will promptly forward to the customer a receipt
 of proof of purchase, contract of carriage on US Airways and a copy of the
 Restrictions (including any additional restrictions imposed by US Airways).
 In the event a Priceline customer requests US Airways to provide a separate
 electronic ticket receipt for an electronic ticket, the price shown on US
 Airways' receipt will reflect that such ticket is a "bulk" electronic

           8.   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 Article II above, all Priceline
 paper tickets for carriage on US Airways will be issued by Priceline on
 standard ARC traffic documents and will be validated with US Airways'
 validation in accordance with the ARC requirements.  The passenger coupon
 will show "bulk" for the fare amount and will include all additional
 collections noted in Article II above.  The auditor's coupon will show the
 US Airways' unpublished fare as authorized by Priceline.

           10.  In the event that Priceline is unable to fulfill a Priceline
 ticket request from unpublished fares and seat inventory provided from US
 Airways participation in the Priceline Service, Priceline reserves the
 right to sell tickets on US Airways using published fares used by travel
 agents generally as reflected in CRSs, in accordance with the rules and
 conditions associated with such fares.

           11.  US Airways agrees to test special fares in Priceline at [**]%
 to [**]% off any retail fare available for sale by the travel agency
 community.  However, US Airways retains the right to increase, decrease or
 eliminate the discount in any and all markets throughout the life of this
 Agreement.  In addition, US Airways will from time to time, and at its own
 discretion, provide Priceline with discounts and special fares that are not
 generally available through traditional retail distribution channels.

           12.  Priceline may use fares provided to the Priceline Service
 for promotional purposes on specific terms as agreed to by US Airways as
 long as the actual fares offered are not made public and US Airways is not
 featured more prominently or frequently than any other participant.  In
 addition, US Airways will from time to time, at its discretion, provide
 Priceline with specific offers to promote customer use of the Priceline

           When notifying passengers that their bids were unsuccessful
 through the Priceline Service, Priceline will offer such passengers a "hot
 link" to US Airways' branded reservation home page ( as an
 alternative source for air fares and tickets.  Priceline agrees to present
 US Airways, among potential multiple airline links, in an unbiased manner.
 Priceline will work to offer this enhancement to its current service in as
 timely a manner as possible not to exceed 180 days after the date of this

 IV.  Priceline Ticket Allocation Methodology; Participating Carriers

           1.   Priceline has established an allocation methodology that
 determines when a participating airline will be given the first opportunity
 to fill a customer ticket request. First and second looks are allocated to
 participating carriers  on the basis of objective quality of service index
 ("QSI") criteria provided by Airline Planning Group, LLC ("APG").  The
 allocation system will apply this O&D QSI in the top 2500 domestic and top
 2500 international markets based on demanded revenue.  In smaller O & D
 markets, "looks" will be allocated on the basis of aggregate carrier system
 share.  Priceline will not give any carrier a structural first or second
 look advantage that is more favorable than that given to USAirways.

           2.   Priceline will allocate US Airways' "First Look" and "Second
 Look" opportunities based on US Airways' QSI share of carriers
 participating in Priceline.  USAirways' first Looks will be written at the
 highest qualifying US Airways fare provided to Priceline. In cases where
 either the first or second look carrier fails to fulfill any given offer,
 Priceline reserves the right to allocate traffic as it chooses.

           3.   During the term of this Agreement, if Priceline offers
 another airline terms of participation affecting sales of airline tickets,
 including but not limited to the offer of airline availability, prices or
 promotions, that are in the aggregate more favorable than those offered to
 US Airways hereunder, then Priceline will offer US Airways the same or
 equivalent benefit.  This provision does not apply to agreements entered
 between Priceline and another airline prior to US Airways' participation in

           4.   Priceline will not make any changes to its allocation or
 other processing methodology that will reduce US Airways' revenue share of
 sales through Priceline over the term of this Agreement.  US Airways market
 share, however, may be affected by the participation of fewer or additional
 airlines on a pro rata basis.  At US Airways request, Priceline will supply
 substantiation that that its allocation or other processing methodologies
 comply with the terms of this Agreement.

           5.   Priceline will work in good faith with US Airways to assist
 it in achieving its objective for the Priceline Service within the context
 of the allocation system set forth above.  Priceline may work in good faith
 with other participating airlines in achieving their objectives for the
 Priceline Service within the context of the allocation system.

 V.   Restriction on US Airways Participation.

           1.   In the following markets, Priceline is contractually
 restricted by Delta, from issuing US Airways tickets within the Priceline

           a.   To/from Atlanta except between ATL-CLT/PHL/PIT and any
      market to or from ATL not served by Delta or its commuter

           b.   To/from BOS to any market served from BOS on a nonstop basis
      by Delta or its commuter affiliate(s) except between BOS-CLT/PHL/PIT

           c.   To/from LGA to any market served from LGA on a nonstop basis
      by Delta or its commuter affiliate(s) except between LGA-CLT/PHL/PIT

           2.   US Airways acknowledges the existence of the restrictions on
 its participation.

 VI.  Priceline Customer Service

           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

           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 US Airways.

           4.   The ticket Restrictions will apply to all tickets issued
 through the Priceline Service on US Airways.  US Airways may waive, at its
 own cost and expense, one or more of the Restrictions set forth in Article
 II, Sections 2(1)-(6) pursuant to a direct arrangement made by US Airways
 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 pursuant to the applicable customer. Priceline will
 report such refunds and cancellations to US Airways monthly.  In the event
 that such refunds exceed [**]% of gross ticket sales in any month, Priceline
 will implement such actions as are necessary to cause total refunds to be
 below [**]% of gross ticket sales in the following month.  If in any three
 month period, total refunds exceed [**]% of gross ticket sales, Priceline will
 be responsible for any refunds greater than [**]% of gross ticket sales.
 Priceline and US Airways will jointly develop any further guidelines on
 which such exception refunds will be governed.

 VII.   [**]

           1.   [**]

           2.   Priceline reserves the right to solely determine at what
 offer price customers may purchase an airline ticket through the Priceline
 Service.  However, Priceline will not agree with any airline to establish a
 minimum price in any O&D market.

           3.   Priceline will provide US Airways with participation rights
 in the Priceline Service as favorable as it provides to United Airlines and
 America Airlines, subject to restrictions in Article V.

 VIII.     Confidentiality

           1.   US Airways agrees to keep the terms of this agreement
 confidential until such time as Priceline has received formal notification
 from Delta Airlines validly consenting to US Airways' participation in the
 Priceline system.

           2.   Priceline and US Airways 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 US Airways
 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.

           3.   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:

           (1)  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 advisors;

           (2)  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

           (3)  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.  US Airways acknowledges that
      Priceline 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 VIII.

           4.   Except as otherwise specifically provided in Section 2(c) of
 this Article VIII with respect to Priceline's filing requirements with the
 SEC, in the event that the recipient becomes legally compelled to disclose
 any 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.

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

           6.   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 US Airways using
 the Priceline Service.

 IX.  Proprietary Marks

           During the term of this Agreement neither Priceline nor US
 Airways 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 Article IX 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 US Airways, 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.

 X.   Reporting

           1.   Priceline will provide monthly reports in a format
 designated by US Airways summarizing (i) information concerning each ticket
 issued by Priceline on US Airways; (ii) aggregate information (i.e. non US
 Airways specific) for all tickets issued by Priceline in each O&D that US
 Airways participates; and (iii) aggregate information for all Priceline
 offers from customers not ticketed in each O&D that US Airways

           2.   [**]

 XI.  Term of Agreement

           1.   This Agreement shall be effective on and as of the date
 first above written.  Thereafter, US Airways may unilaterally terminate
 this Agreement for any reason on 90 days' prior written notice to
 Priceline.  This agreement shall be binding to Priceline for a period of
 five years following the Commencement Date after which Priceline may
 unilaterally terminate this Agreement for any reason on 90 days' prior
 written notice to US Airways.

           2.   The obligations of the parties under Articles VIII and XII
 of this Agreement shall indefinitely survive the expiration or any
 termination of this Agreement.

           3.   In the event of written notice of termination of this
 Agreement in accordance with the terms of this Article XI, all Priceline
 Tickets issued on US Airways prior to the effective date of termination
 specified in such notice will be honored by US Airways under the terms of
 this Agreement.

 XII. Indemnification

           1.   Priceline will indemnify, defend and hold harmless US
 Airways, 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's
 breach of this Agreement of the ARC Agent Reporting Agreement, or by the
 negligence or willful acts of Priceline or any of its employees or agents.

           2.   US Airways will indemnify, defend and hold harmless
 Priceline and its officers, directors, employees and agents from and
 against all damages, losses and causes of actions including, without
 limitation, damage to property or bodily injury, to the extent caused by US
 Airways' breach of this Agreement or by the negligence or willful acts of
 US Airways or any of its employees or agents.

 XIII.     No Exclusivity

           The relationship by and between US Airways and Priceline as set
 forth in this Agreement shall be non-exclusive.  As such, US Airways may
 participate in other programs similar to the Priceline Service.

 XIV.      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.

           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 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 provided:

        If to Priceline:                If to US Airways: Incorporated      US Airways Inc.
        Five High Ridge Park            2345 Crystal Drive
        Stamford, CT 06905              Arlington, VA 22227

        Attention:  Paul Francis        Attention:  Thomas Mutryn
        Chief Financial Officer         Chief Financial Officer
        Phone:  (203) 705-3000          Phone:  (703) 872-5700
        Fax:  (203) 595-8344            Fax:

        With a copy to:                 With a copy to: Incorporated      US Airways Inc.
        Five High Ridge Park            2345 Crystal Drive
        Stamford, CT 06905              Arlington, VA 22227

        Attention:  Timothy G. Brier    Attention:  Assistant General Counsel
        Phone:  (203) 705-3000          Phone: (703) 872-5230
        Fax:  (203) 595-8343            Fax: (703) 872-7979

           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
 Article XIV, Section 3.

           4.   This Agreement supersedes and replaces all previous
 understandings or agreement, whether oral or in any written form, with
 respect to the US Airways' participation in the Priceline Service or any
 other subject matter addressed herein.  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
 Delaware.  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).

           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 shall comply at all times with
 the provisions of US Airways' tariffs (except where such tariffs are
 specifically amended by US Airways under the terms of this Agreement) and
 the terms of the ARC Agent Reporting Agreement and any addenda thereto.

           9.   Priceline agrees to notify US Airways 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" 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 the applicable 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
 the 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 party.

           11.  This Agreement shall not be deemed to create any partnership
 or joint venture between US Airways and Priceline, or 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.



           14.  Each party has participated 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.

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


 By: _________________________                By: _________________________
    Name:                                         Name:
    Title:                                        Title:

[**]=Confidential Treatment requested for redacted portion