Exhibit 10.2
Amendment to CORREX Services
Agreement
By and Between TRX Europe Ltd.
and
Hogg Robinson Plc
This Amendment
(“Amendment”), effective as of this 1st day of January,
2009 (“Effective Date”), amends the CORREX Services
Agreement (the “Agreement”) dated April 1, 2006,
by and between TRX Europe Ltd. (“TRX”) and Hogg
Robinson Plc, (“User”) as follows:
WITNESSETH
WHEREAS, User and TRX entered into that certain
Agreement, pursuant to which TRX agreed to provide certain CORREX
Services to (amongst others) User and Affiliates;
WHEREAS, User wishes to incorporate that certain
Preferred Escrow Agreement (“Escrow Agreement”),
effective May 31, 2004, between TRX, Inc. and User into the
Agreement by reference, and incorporate certain other
changes;
NOW, THEREFORE,
in consideration of the mutual
covenants, terms and conditions hereinafter set forth, the parties
hereto agree as follows:
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1.
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Section 3
(Grant of Rights) of the Agreement, is amended to include the
following subparagraph:
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2.
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Section 4
(TRX’s Proprietary Rights; User Restrictions) of the
Agreement is amended to include the following
subparagraph:
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“4.6
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TRX shall
provide all such assistance as User may reasonably require in order
to facilitate the execution of an appropriate amendment to the
Escrow Agreement so that User is able to access and use the
proprietary technology for the CORREX Software and Services in
accordance with the terms of the Escrow Agreement.
“
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3.
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Section 7.2 of the Agreement is hereby
deleted and replaced with the following:
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“Beginning upon
January 1, 2012, TRX may, annually, in its reasonable
discretion and upon reasonable notice to User (which shall in no
event be less than forty-five (45) days prior to such
increase), increase the fees by the percentage increase in the
Retail Prices Index (for all items excluding mortgage interest
payments) (RPIX), as reported by the U.K. Office of National
Statistics for the twelve (12) months preceding the notice by
TRX of such increase in fees.”
* Confidential Treatment Requested
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4.
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Section 10.1 of the Agreement is hereby
deleted in its entirety and replaced with the following:
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“The initial term of the
Agreement shall begin upon the Effective Date and end as of
January 1, 2012 (“Initial Term”). The Agreement
shall automatically renew for a subsequent two-year term (the
“Renewal Term”, and the Initial Term and any Renewal
Term being collectively the “Term”) unless either party
provides written notice of non-renewal at least sixty
(60) days prior to the end of the Initial Term, without
prejudice to TRX’s obligations pursuant to Section 10.4
below. *
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5.
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Exhibit B of
the Agreement is amended by replacing the table in t
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