Master Information Technology Services Agreement
Category: Information Technology
MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT
This Master Information Technology Services Agreement (this “MSA”), dated July 16, 2003 (the “Agreement Date”), is between: (i) Perot Systems Corporation, a Delaware corporation (“Perot Systems”) having its principal place of business at 2300 West Plano Parkway, Plano, Texas 75075; and (ii) Vanguard Car Rental USA Inc., a Delaware corporation, having its principal place of business at 200 South Andrews Avenue, Ft. Lauderdale, Florida 33301 (“Newco”). This MSA is not effective until the occurrence of the Effective Date (defined below).
RECITALS
WHEREAS, CAR Acquisition Company LLC has entered into an Asset Purchase Agreement, dated as of June 12, 2003, as amended by the First Amendment to Asset Purchase Agreement dated as of June 30, 2003, (as so amended, the “APA”), with ANC Rental Corporation, a Delaware corporation and Debtor-in-Possession in case number 01-11200 (and others, jointly administered), pending in the United States Bankruptcy Court for the District of Delaware (“ANC Rental”) and certain subsidiaries of ANC Rental, including but not limited to National Car Rental System, Inc., a Delaware corporation (“National”), Alamo Rent-A-Car, LLC, a Delaware limited liability company (“Alamo”), and ANC Information Technology, L.P., a Delaware limited partnership (“ANC”; ANC Rental, National, Alamo, ANC and such other subsidiaries are collectively referred to as “Debtors”), pursuant to which CAR Acquisition Company LLC intends, directly or through wholly-owned Affiliates, including Newco, to acquire (the “Acquisition”) certain Acquired Assets (defined below) and assume certain liabilities of Debtors relating to their ownership and operation of car rental businesses and licensing of the right to operate car rental businesses mainly throughout the United States, Canada and Europe (the “Business”);
WHEREAS, Perot Systems has been providing to Debtors certain information technology services in connection with the Business pursuant to that certain Master Services Agreement between Perot Systems and ANC entered into effective as of September 30, 2000, including Work Orders #1 through #3 thereto entered into effective as of September 30, 2000 (collectively, the “ANC Agreement”);
WHEREAS, in that certain Services Agreement, dated as of September 30, 1997, between National and Perot Systems (the “National Agreement”), National was granted (i) a perpetual, non-exclusive, non-transferable, fully-paid sublicense to copy, use, perform, distribute and make Derivative Works (defined below) from the automobile rental information system known as “GreenWay 1.0” which was developed and operated by Perot Systems Europe Limited, a wholly-owned subsidiary of Perot Systems, for Europcar International, S.A. (“Europcar”), and (ii) a perpetual, non-exclusive, non-transferable, fully-paid license to copy, use, perform, distribute and make Derivative Works from all Derivative Works, additions or enhancements to GreenWay 1.0 made by Perot Systems under the National Agreement (the “GreenWay Modifications”; GreenWay 1.0, as modified by the GreenWay Modifications, is referred to as the “GreenWay System”), in each case for the internal use of National, its subsidiaries and its franchisees (such sublicense and license are collectively referred to as the “GreenWay License”);
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