Orbitz 2009 Annual Report Download - page 110

Transition Services Agreement
At the time of our IPO, we entered into a Transition Services Agreement with Travelport. Under this
agreement, as amended, Travelport has provided us with certain transition services, including insurance, human
resources and employee benefits, payroll, tax, communications, collocation and data center facilities, informa-
tion technology and other existing shared services. We have also provided Travelport with certain services,
including accounts payable, information technology hosting, data warehousing and storage as well as
Sarbanes-Oxley compliance testing and deficiency remediation. The terms for the services provided under the
Transition Services Agreement generally expired on March 31, 2008, subject to certain exceptions. The term
of the Transition Services Agreement has been extended until June 30, 2009 for services Travelport provides
us related to the support of applications for storage of certain financial and human resources data. The charges
for the services are based on the time expended by the employee or service provider billed at the approximate
human resource cost, including wages and benefits.
Master License Agreement
We entered into a Master License Agreement with Travelport at the time of our IPO. Pursuant to this
agreement, Travelport licenses certain of our intellectual property and pays us fees for related maintenance
and support services. The licenses include 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.
The Master License Agreement granted us the right to use a corporate online booking product that
Travelport was developing at the time we entered into the agreement. The development of this product is now
complete, and we have entered into a value added reseller license with Travelport for this product.
Equipment, Services and Use Agreements
Prior to our IPO, we shared office locations with Travelport in twelve locations worldwide. In connection
with our IPO, we separated the leasehold properties based upon our respective business operations and
assigned a leasehold interest where one company had exclusive use or occupation of a property.
We also entered into an Equipment, Services and Use Agreement for each office occupied by both
parties. This agreement commenced in most locations on June 1, 2007 and provided that the cost of the shared
space would be ratably allocated. The agreement expired on December 31, 2007 but automatically renewed if
no termination notice was served. Termination notices were served at five of the twelve locations in 2007 and
at three additional locations in 2008. The agreement for the remaining four locations expires in 2009.
Travelport remained liable to landlords for all lease obligations with guarantee agreements, unless
expressly released from this liability by the relevant landlord.
GDS Service Agreements
Prior to the IPO, certain of our subsidiaries had subscriber services agreements with Galileo, a subsidiary
of Travelport. Under these agreements, Galileo provided us GDS services and paid us an incentive payment
for each segment processed using its GDS services.
In connection with our IPO, we entered into a new agreement with Travelport to use GDS services
provided by both Galileo and Worldspan. The new agreement replaced the former Galileo agreement discussed
above as well as a GDS contract we had with Worldspan. The new agreement became effective in July 2007
with respect to GDS services provided by Galileo. In August 2007, upon completion of Travelport’s
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ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)