270 Legal [Sample Agreements]

GLOBAL TELECOMMUNICATIONS SERVICES AGREEMENT

This GLOBAL TELECOMMUNICATIONS SERVICES AGREEMENT is effective as of the day of , 2004, by and between, SOCIETE INTERNATIONALE DE TELECOMMUNICATIONS AERONAUTIQUES, a Belgian cooperative with registered offices at 14, avenue Henri Matisse, 1140 Brussels, Belgium and registered with the Registry of Companies of Brussels under the number B 217.548, and WORLDSPAN SERVICES LIMITED, an English limited liability company having registered offices at Axis House, 242 Bath Road, Hayes, Middlesex UB3 5AY.

***

ARTICLE 2 — PROVISION OF SERVICES

2.1 Agreement to Provide.

(a) WSL has entered into this Agreement with SITA in order to efficiently and cost-effectively provide communications and related Services to WSL (and for the benefit of Worldspan Owned Users making use of the Services through WSL) within, to and from certain geographic areas in which WSL and its associated travel agencies and other customers operate. SITA is prepared to provide communications service in accordance with the terms of this Agreement. Accordingly, subject to the terms and conditions of this Agreement and in consideration of the payments described in Article 5 (Charges and Payments), SITA agrees to design, operate, manage, maintain, procure (where appropriate) and provide the Services to WSL and Worldspan Owned Users in accordance with the Specifications. Except as set forth herein to the contrary, the terms and conditions of this Agreement shall not apply to services that SITA provides to WSL as of the Effective Date under other contracts, agreements or arrangements already in existence between the Parties. This Agreement supersedes and replaces the following agreements upon the Effective Date of the present Agreement:

(i) Agreement for Telecommunications Services between Worldspan, L.P. and SITA s.c. with an effective date of 01 January 1999, as amended (known as the “Asia PacAgreement”; and

(ii) Global Telecommunications Services Agreement between Worldspan Services Limited and SITA s.c. dated 8 May 2000, with an effective date of 01 June 2000, as amended(known as the “Pan EuroAgreement”).

(b) Except as otherwise provided herein, specifically, SITA shall only provide the Services in the countries/areas as specified in Attachment RC.

(c) The Charges set forth in Attachment RC shall become effective on the first day of the first month following the Effective Date, provided that SITA may have up to the first day of the second monthly billing period following the Effective Date or execution and delivery of any amendment which modifies Attachment RC to implement such Charges in its billing systems if SITA credits WSL on the invoice for such second monthly billing period an amount equal to the difference between the Charges that WSL was billed for the Services and the Charges that WSL should have been billed under this Agreement prior to implementation of such Charges in SITA’s billing system.

(d) The Services provided pursuant to this Agreement may be connected by WSL to other services provided by SITA, or to any services provided by WSL itself or by another vendor (“Interconnected Services”). To facilitate such connection, the Services shall comply throughout the Term with the Network Standards. WSL shall obtain SITA’s consent, which shall not unreasonably be withheld or delayed, before directly connecting the Services with the Interconnected Services (i.e., connection of the Service to the Interconnected Services without routing through WSL customer premises equipment on the WSL side of the MPD). SITA shall grant such consent if the Interconnected Services meet the appropriate technical criteria, unless such direct connection is prohibited by regulation or law in the affected jurisdiction.

(e) Subject to Section 2.3 (Preferred Provider Commitment), the fact that a Service is provided or offered by SITA does not obligate WSL to purchase it from SITA under this Agreement or any other agreement. Nothing in this Agreement creates any form of exclusive relationship between the Parties.

(f) Under the terms of this Agreement, SITA may connect WSL (and upon request by WSL, SITA may also connect Worldspan Owned Users) to the Network, and allow WSL and such Worldspan Owned Users to use the Services hereunder for the purpose of supporting their communication and business requirements. In no event shall WSL resell the Services to such entities or the general public; provided, however, that this prohibition shall not be deemed to prevent WSL from providing access to, or use of, the Services by its commercial customers as part of WSL’s provision of reservation-related services to such customers subject in all cases to WSL’s compliance with all applicable legislation and regulations. WORLDSPAN Services Limited shall remain SITA’s customer of record for Services or Service Components provided to Worldspan Owned Users. As such, WORLDSPAN Services Limited shall remain contractually, legally and financially responsible and primarily liable hereunder for the performance of all obligations, fulfillment of all terms and conditions, and payment of any charges for Services rendered hereunder to WSL and any Worldspan Owned Users. WSL shall place all Orders for Services provided to Worldspan Owned Users in accordance with the ordering processes set forth in the Agreement. SITA shall remain contractually, legally and financially responsible and primarily liable hereunder to WSL for the performance of all obligations, fulfillment of all terms and conditions and rendering of Services to Users as such Services are provided to WSL hereunder, including, for example, in determining WSL’s compliance with Section 2.3 (Preferred Provider Commitment), and SITA’s compliance with the Service Levels/Performance Specifications. In short, Service Components provided to Worldspan Owned Users shall be treated as Service Components provided to WSL. To facilitate Worldspan Owned Users’ compliance with the terms and conditions set forth in this Agreement, SITA acknowledges and agrees that WSL may provide a copy of the Agreement to Worldspan Owned Users, except for Attachment RC, any other information relating to pricing, and insurance and limitation of liability provisions, subject to Section 7.3(a)(Disclosure of Confidential Information to Employees and Others).

(g) The Parties hereby acknowledge that they are evaluating and discussing the possible means of cooperation on an “Agency Direct Program” whereby WSL could refer certain end-user travel agency communications customers to SITA and SITA would contract with such travel agencies directly for the provision of communications services.

(h) Nothing contained in this Agreement shall require any Party to take any action prohibited, or omit to take any action required, by any agency or governmental authority of competent jurisdiction.

2.2 Implementation.

(a) SITA shall install the Services, and any changes or modifications thereto, in accordance with the terms and conditions of this Agreement. The Initial Implementation shall comply with and be defined by the schedule and procedures set forth in the implementation and migration plans in Attachment IP, at the Installation Sites set forth therein. During Initial Implementation WSL shall not be obligated to submit separate SITA Order Forms therefore, however, WSL must provide SITA with a spreadsheet or other suitable documentation that includes information required by SITA to perform the Services at each Installation Site which comprises the Initial Installation provided that WSL rights to change such implementation as specified in Section 2.4(e) (Orders for and Changes to the Services) shall not be waived. Performance of the Services shall be undertaken by SITA in cooperation with WSL and in such a manner as to minimize disruption to WSL during service installation, operation, maintenance and disconnection.

(b) SITA and WSL shall jointly manage WSL’s (and, at WSL’s request, the Worldspan Owned Users’),transition to certain new services described herein from the existing legacy telecommunications services currently provided by SITA. The implementation of Services and Service Components shall take place in accordance with the schedule and procedures set forth in Attachment IP and/or SITA Order Forms and shall be undertaken with minimal interruption in the Service provided to WSL (or the Worldspan Owned Users). WSL shall provide all reasonably necessary support and provide, on a timely basis, all information reasonably requested by SITA in respect of such implementation.

(c) Throughout the Implementation, SITA shall provide WSL with a dedicated project team in accordance with Section 3.3(c) (SITA Project Team) until WSL is deemed to have accepted the Services as provided in Attachment IP at the final Installation Site on Attachment IP.

(d) During all stages of the implementation of the Services and Service Components the Parties’ representatives shall meet every two weeks to review the status of the implementation. SITA shall at all times provide adequate engineering and support to work with WSL’s representatives to successfully implement Services at the Installation Sites within the schedule set forth in Attachment IP and to work with WSL’s representatives in designing, implementing and ordering new designs that will be implemented on the SITA platform. On a weekly basis, SITA shall supply WSL with reports measuring the progress of the implementation against Attachment IP. WSL may require more frequent meetings or status reports if it reasonably believes that SITA may either fail to meet the schedules set forth in Attachment IP or fail to provide Services and Service Components in compliance with the Service Levels/Performance Specifications, or both.

(e) SITA’s implementation of the Services and all Orders and Service Upgrades with respect thereto shall be performed (i) in conformity with reasonable precautions designed to promote safety and prevent personal injury to persons or property at each lnstallation Site, and (ii) in such a manner as will not unreasonably delay, restrict, impose any task, cost or obligation (other than those set forth in this Agreement), or interfere with the operation or use of any Installation Site, except as may have been previously agreed.

(f) If SITA is notified by WSL that its acts or omissions to act will place WSL in violation of any insurance policy, mortgage, lease or rules governing activity at any Installation Site, SITA shall immediately correct or remedy any such act or omission. Such correction or remedy shall be at no expense or liability to SITA to the extent that such acts or omissions complained of are compliant with the terms of this Agreement and are not otherwise wrongful.

2.3 Preferred Provider Commitment.

(a) By the end of each Contract Year (commencing at the conclusion of the first full Contract Year), WSL agrees that the total of amount of WSL Purchases for Covered Services during such Contract Year will be at least [**]% of WSL’s total communications payables (after application of all credits and discounts, and excluding all Taxes, governmental charges or other charges passed through by WSL’s providers) for Covered Services (as defined in Subsection (b) below) the in the In-Scope Regions (as defined in Subsection (b) below (in the aggregate) (collectively, the “Covered Payables”).

(b) “Covered Services” shall include those types of Services covered by Attachment RC – Charges, as may be updated from time to time by agreement of the Parties, and to the extent such Services are provided in those countries or other geographical areas designated under Attachment RC – Charges (the “In-Scope Regions”) (e.g. IP-based Virtual Private Network Services; Managed Digital Subscriber Line (DSL) Access and Managed Internet Service Provider (ISP) Service; Managed Data Network (MDNS) Services including Airline Link Control (ALC), Synchronous Data Link Control (SDLC) and X.25 and AX.25 Services; Frame Relay and LAN Access Services, Intranet Connect Service, ISDN and PSTN Dial Back Up Services and High Speed Data Service (HTDS) Services) as may be updated from time to time by agreement of the Parties, or any Additional Service or New Service purchased by WSL as a substitute for any of the foregoing. For purposes of determining whether WSL delivered [**]% of the Covered Payables to SITA, Covered Services shall exclude the following:

(i.) voice services, professional or consulting services, network management services, equipment purchases or leases, or Internet security services; or

(ii.) any service that is a Covered Service eligible but is similar to, or a reasonable substitute for, any Service or Service Component that is discontinued or terminated by WSL pursuant to any section of this Agreement or any applicable tariff that permits WSL to cancel, terminate or discontinue such Service or Service Component for cause or without liability for early termination charges.

(c) Covered Payables include charges paid or payable by WSL for Covered Services, whether provided by SITA or any of SITA’s competitors including, but not limited to, long-distance suppliers, local exchange suppliers, and PTO’s. However, Covered Payables shall exclude the following:

(i.) any amounts WSL must pay to other providers or carriers as the result of a contractual commitment in existence on or before the Effective Date (as specifically identified in Attachment RC – Charges for certain Services in certain In-Scope Countries);

(ii.) any amounts due or payable by WSL for communication related services used to support any business activity other than WSL’s travel reservation-related business;

(iii.) any amounts due or payable for alternative or substitute services used by WSL as a replacement or temporary substitute for any Service or Service Component experiencing an Interruption or Outage or is unavailable to WSL due to a Force Majeure Condition;
===

Click here for the complete Global Telecommunications Services Agreement