Orbitz 2010 Annual Report Download - page 112

preparation and consulting services. The charges for these services were 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 the 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 private label dynamic packaging technology; and our extranet supplier connectivity
functionality.
The Master License Agreement granted us the right to use a corporate online booking product developed
by Travelport. We have entered into a value added reseller license with Travelport for this product.
Equipment, Services and Use Agreements
Prior to the IPO, we shared office locations with Travelport in twelve locations worldwide. In connection
with the 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 for all but three locations as of
December 31, 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 air, car and hotel segments processed using its GDS services.
In connection with the IPO, we entered into a new agreement with Travelport to use GDS services
provided by both Galileo and Worldspan (the “Travelport GDS Service Agreement”). The Travelport GDS
Service Agreement replaced the former Galileo agreement discussed above as well as a GDS contract we had
with Worldspan. This agreement became effective in July 2007 with respect to GDS services provided by
Galileo. In August 2007, upon completion of Travelport’s acquisition of Worldspan, this agreement became
effective for GDS services provided by Worldspan. The agreement expires on December 31, 2014.
The Travelport GDS Service Agreement is structured such that we earn incentive revenue for each
segment that is processed through the Worldspan and Galileo GDSs (the “Travelport GDSs”). This agreement
requires that we process a certain minimum number of segments for our domestic brands through the
Travelport GDSs each year. Our domestic brands were required to process a total of 36 million, 38 million and
33 million segments through the Travelport GDSs during the years ended December 31, 2009, December 31,
2008 and December 31, 2007, respectively. Of the required number of segments, 16 million segments were
required to be processed each year through Worldspan, and 20 million, 22 million and 17 million segments
were required to be processed through Galileo during the years ended December 31, 2009, December 31, 2008
and December 31, 2007, respectively. The required number of segments processed in future years for
Worldspan is fixed at 16 million segments, while the required number of segments for Galileo is subject to
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ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)