Orbitz 2014 Annual Report Download - page 21

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21
Our ability to attract, train and retain executives and other qualified employees is critical to our results of operations
and future growth.
We depend substantially on the continued services and performance of our key executives, senior management and
skilled personnel, particularly our professionals with experience in our industry and our information technology and systems.
Any of these individuals may choose to terminate their employment with us at any time. The specialized skills we require can
be difficult and time-consuming to acquire and, as a result, these skills are often in short supply. A significant period of time
and expense may be required to hire and train replacement personnel when skilled personnel depart the Company. Our inability
to hire, train and retain a sufficient number of qualified employees could materially hinder our business by, for example,
delaying our ability to bring new products and services to market or impairing the success of our operations or prospects for
future growth.
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 under which we and Travelport each have 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 vacation package technologies;
• certain of our products and online booking tools for corporate travel;
• portions of our private label vacation package technology; and
• our extranet supplier connectivity functionality.
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 compete directly 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 operating
results.