Orbitz 2009 Annual Report Download - page 25

We are dependent on Travelport for our GDS services.
To varying extents, suppliers use GDSs to connect their products and services with travel companies, who
in turn make these products and services available to travelers for booking. Under our GDS service agreement
with Travelport, we are required, subject to certain exceptions, to utilize Galileo and Worldspan, which are
subsidiaries of Travelport, for a significant portion of our GDS services, and our contractual obligations to
Travelport for GDS services may limit our ability to pursue alternative GDS options. As a result, if Travelport
became unwilling or was unable to provide these services to us, we may not be able to obtain alternative
providers on a commercially reasonable basis, in a timely manner or at all, and our business would be
materially and adversely affected.
Furthermore, our GDS service agreement with Travelport limits our ability to modify the terms of our
agreements with existing suppliers or to pursue direct connections with new or existing suppliers during the
term of the agreement, which expires on December 31, 2014. These contractual obligations may reduce our
flexibility to implement changes to our business in response to changing economic conditions, industry trends,
or technological developments. As a result, the limitations imposed by the GDS service agreement could place
us at a competitive disadvantage and negatively impact our business and results of operations, particularly in
the current economic environment where our suppliers are under increased pressure to reduce their overall
distribution costs.
We have granted Travelport perpetual licenses to use certain of our intellectual property, which could
facilitate Travelport’s ability to compete with us.
We are party to a Master License Agreement with Travelport that governs each of our and Travelport’s
rights to use certain of the other’s intellectual property. The master license agreement permits Travelport and
its affiliates to use and, in some cases, to sublicense to third parties certain of our intellectual property,
including:
• our supplier link technology;
• portions of ebookers’ booking, search and dynamic packaging technologies;
• certain of our products and online booking tools for corporate travel;
• portions of our white label dynamic packaging technology; and
• our extranet supplier connectivity functionality currently being implemented as part of our new
technology platform.
Travelport and its affiliates may use these technologies as part of, or in support of, their own products or
services, including in some cases to directly compete with us.
The Master License Agreement permits Travelport to sublicense our intellectual property (other than our
supplier link technology) to a party that is not an affiliate of Travelport, except that Travelport may not
sublicense our intellectual property to a third party for a use that competes with our business, unless Travelport
incorporates or uses our intellectual property with Travelport products or services to enhance or improve
Travelport products or services (other than to provide our intellectual property to third parties on a stand-alone
basis). Travelport and its affiliates are permitted to use our intellectual property to provide their own products
and services to third parties that compete with us. With respect to our supplier link technology, Travelport has
an unrestricted license. These Travelport rights could facilitate Travelport’s, its affiliates’ and third parties’
ability to compete with us, which could have a material adverse effect on our business, financial condition and
results of operations.
Our certificate of incorporation limits our ability to engage in many transactions without the consent of
Travelport.
Our certificate of incorporation provides Travelport with a greater degree of control and influence in the
operation of our business and the management of our affairs than is typically available to a stockholder of a
25