Service Bureau Software Services Agreement
Category: Outsource, Services, Software
E-TRX LIMITED
AND
HOGG ROBINSON PLC
AMENDED AND RESTATED SERVICE BUREAU
SOFTWARE SERVICES AGREEMENT
CONTENTS
| Clause
|
Page
|
|||
| 1. | DEFINITIONS | 1 | ||
| 2. | SCOPE OF SERVICES | 4 | ||
| 3. | ETRX’S PROPRIETARY RIGHTS; HR RESTRICTIONS | 7 | ||
| 4 | PRICING AND PAYMENT | 9 | ||
| 5. | LIMITED WARRANTY | 11 | ||
| 6. | LIMITATION OF LIABILITY | 12 | ||
| 7. | FORCE MAJEURE | 12 | ||
| 8. | TERM | 13 | ||
| 9. | TERMINATION | 14 | ||
| 10. | NON-SOLICITATION | 16 | ||
| 11. | CONFIDENTIALITY | 17 | ||
| 12. | NON-COMPETITION | 18 | ||
| 13. | JOINT OVERSIGHT COMMITTEE | 19 | ||
| 14. | GOVERNING LAW AND DISPUTE RESOLUTION | 20 | ||
| 15. | GENERAL | 21 | ||
| 16 | COUNTERPARTS | 22 | ||
| 17. | NOTICES | 22 | ||
| SCHEDULE 1 SOFTWARE AND SERVICES | 25 | |||
| SCHEDULE 2 CHARGES | 26 | |||
| SCHEDULE 3 SERVICE LEVEL AGREEMENT | 27 | |||
THIS AMENDED AND RESTATED SERVICE BUREAU SOFTWARE SERVICES AGREEMENT (this “Agreement”) is made effective as of January 1st 2004 between
| (1) | e-TRX Limited company number 3841799 with its registered offices at Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH (“ETRX”); and |
| (2) | Hogg Robinson plc company number 2107443 of Abbey House, 282 Farnborough Road, Farnborough, Hampshire, GU14 7NJ (“HR”). |
WHEREAS
| (A) | HR Group wishes to offer a quality control and other travel booking related services to its own network and to certain customers; |
| (B) | ETRX provides certain technical services to the travel industry; |
| (C) | HR and ETRX wish to amend and restate (but not terminate) the agreement between them (originally entered into on February 18th 2000) for the provision by ETRX to HR of certain Services (as defined below), on the terms and conditions set out herein. |
| (D) | HR wishes ETRX’s parent company, TRX Inc (“TRX”) to, and TRX agrees to, unconditionally guarantee the performance by ETRX of it obligations hereunder. |
| 1. | DEFINITIONS |
In this Agreement:
| 1.1 | Charges means the charges payable by HR to ETRX in respect of the Services, as set out in Schedule 2; |
| 1.2 | Customer means an undertaking to whom a party, on any date, is supplying travel management services; |
| 1.3 | Dispute Resolution Procedure means the procedure set out in Clause 14; |
| 1.4 | Effective Date means 1st January 2004; |
| 1.5 | Global Distribution System (or “GDS”) means the * computer systems or networks (as any or all of the same are amended and updated from time to time during the Term) used to check and make reservations of a travel related nature and such other global distribution systems as may be agreed from time to time; |
| 1.6 | Group means, in relation to a company, that company and each Subsidiary from time to time during the Term; |
| 1.7 |
HR Group means HR and: (a) its Subsidiaries from time to time; and (b) the travel franchisees of any such Group members from time to time enrolled in the travel franchise program of such Group as it materially exists today; and (c) B.E.S.T (re.Borussia Dortmund), W.E.L.T (re. Wacker Chemie) and Bavaria (re. BMW), all being joint |
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