Airline Participation Agreement - priceline.com Inc. and US Airways Inc.
AIRLINE PARTICIPATION AGREEMENT
THIS AGREEMENT (this "Agreement"), dated as of November 17, 1999,
is by and between priceline.com 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in connection therewith, will provide Priceline with unpublished fares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carrier in the Priceline Service and to have access to such unpublished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
Agreement.
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
USAirways.
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US Airways shall make available unpublished fares to Priceline for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 Unpublished fares provided to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
Tickets;
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
parameters;
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
Priceline.
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
ticket.
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
Service.
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 (USAirways.com) 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
Agreement.
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
Priceline.
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
Service:
a. To/from Atlanta except between ATL-CLT/PHL/PIT and any
market to or from ATL not served by Delta or its commuter
affiliate(s).
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
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 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
participates.
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:
Priceline.com 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:
Priceline.com 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.
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 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.
PRICELINE.COM INCORPORATED US AIRWAYS INC.
By: _________________________ By: _________________________
Name: Name:
Title: Title:
[**]=Confidential Treatment requested for redacted portion