TRX EUROPE LTD. CORREX SERVICES AGREEMENT

1.

Definitions

1.1

Affiliate - An entity controlled by, controlling, or under common control with User up to and including Hogg Robinson Group plc (formerly known as Farnborough Holdings Limited), where “control” means ownership of at least fifty percent (50%) of the equity interest.

1.3

Agreement - This CORREX Services Agreement and all of its attachments, exhibits and addenda.

1.4

Confidential Information - All Customer Data and Personal Data (as defined in section 13.2 below), this Agreement, and all confidential or proprietary information that is owned by a party or provided by or on behalf of one party to the other party for use in connection with the Service.

1.5

Customer Elements - Custom Modifications, Custom Routines and other Permitted User-specific elements of the Software and Services.

l.6

Custom Modifications - Permitted User-requested changes to the existing functionality of the Services to meet specific needs of Permitted User(s). In the event that TRX makes such changes, User may be charged an additional fee to be negotiated and agreed upon in writing in advance using the “Current Charges for Other Services” detailed in Exhibit B. Ownership of all Custom Modifications and all proprietary rights related thereto shall remain with TRX. Custom Modifications do not include Custom Routines and are not created using TRX’s proprietary scripting language. Custom Modifications are changes to the underlying code of the Software.

1.7

Custom Routines - Permitted User-specific Routines intended to perform functions outside the scope of Services as stated in Exhibit A to meet specific needs of Permitted User(s). In the event that TRX makes such a Routine, User may be charged an additional fee to be negotiated and agreed upon in writing in advance using the “Current Charges for Other Services” detailed in Exhibit B. Ownership of all Custom Routines and all proprietary rights thereto shall remain with TRX.

1.8

Customer Data - Any personal identifier information, profile data, information, traveler data, transactional data and summaries thereof, generated developed or created by the Permitted Users, or any derivative form thereof generated by TRX arising from the use or provision of the CORREX Services. Customer Data includes both personally identifiable and de-identifiable information (e.g., compilation of Permitted User Data in statistical reports). All Customer Data is the property of, and is owned by, User.

1.9

Global Distribution System or GDS or CRS - A computer system or network used to check and make travel-related reservations.

1.10

Group - User and: (a) its Affiliates from time to time; and (b) the travel franchisees of any such Group members from time to time enrolled in the travel franchise program of such Group as it materially exists today and (c) Joint Ventures.

1.11

Joint Ventures - Travel agencies in which User directly or indirectly (via any subsidiary (within the meaning under the Companies Act 1985) of the User, or any Affiliate) holds a minority interest and entities that are contractually affiliated with the User’s world-wide network from time to time.

1.12

Permitted User - Group members.

1.13

Proprietary Information - Collectively and without regard to form, any third party information that either party has agreed to treat as confidential, and information regulated by state or federal law concerning disclosure or use, Confidential Information, and Trade Secrets.

1.14

Region - *. TRX shall make the CORREX Services available to User as the CORREX Services are adapted for the GDSs used in each Region.

1.15

Routine * - A program created by TRX proprietary scripting language and used in the CORREX Services that has pre-defined functions allowing the user to implement business logic for transaction processing.

1.16

Service Bureau - Computer facility located at TRX’s * office, or other facilities from time to time as designated by TRX, from which TRX will provide Services and data information to Permitted Users.

1.17

Services - Those services to be provided by TRX to Permitted Users hereunder which are specified in Exhibit A and amended over time per terms of this Agreement.

1.18

Software - TRX’s Software and related documentation, utilized by TRX to provide the Services. The term Software shall also include all Version Releases and any Custom Modifications, the use of which are made available to User hereunder.

1.19

Trade Secrets - Information which: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

1.20

Version Release - Changes to the Software that enhances the capabilities of the Software and Services in existing functional areas and are provided to users of the Service Bureau at no additional charge.

2.

Interpretation

2.1

References to a statutory provision includes that provision as from time to time modified, re-enacted or consolidated whether before or after the date of this Agreement.

2.2

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing individuals or persons shall include corporations, unincorporated bodies of persons and partnerships.

2.3

The Exhibits and any other documents referred to herein and signed by both parties including any implementation plan(s) and purchase orders (together, the “Additional Documents”) shall have effect as part of this Agreement, and references to Sections and Exhibits are references to the sections of and Exhibits to this Agreement.

2.4

The words “include”, “includes” and “including” shall be construed without limitation to the words following.

2.5

If there is any conflict or inconsistency between the main body of this Agreement, the Exhibits and any Additional Documents, the order of priority shall be the terms of the main body of this Agreement, then the Schedules, and then the Additional Documents.

2.6

Headings of paragraphs in this Agreement are inserted for convenience only, and are in no way intended to limit or define the scope and/or interpretation of this Agreement.

3.

Grant of Rights

3.1

Conditioned upon User’s continuing material compliance with the terms of this Agreement, TRX grants to User a
non-exclusive, non-transferable, and non-assignable right (save that the User may assign this Agreement to a Group member provided that User remains primarily liable to TRX for performance under the Agreement) to access and use and to allow Permitted Users to access, use and receive the Services provided by TRX, through the use of its proprietary Software, Routines and Custom Routines and future Version Releases, if any, to process transactions for themselves and their respective Customers. The Software will run and reside at TRX’s Service Bureau, or such other facilities as designated by TRX from time to time.

3.2

The development of any and all Custom Modifications and/or Custom Routines requested by User shall be covered in a separate written agreement containing terms to be negotiated and mutually agreed upon by the parties using the “Customer Charges for Other Services” detailed in Exhibit B. Any such Custom Modifications and/or Custom Routines shall be loaded on TRX’s server at the Service Bureau with prior written approval of the User in accordance with the CORREX Services Acceptance Procedures stated in Exhibit D. User shall have the right to terminate this Agreement in the event that TRX unreasonably delays or refuses to develop Custom Routines or Custom Modifications. For the avoidance of doubt, TRX’s refusal or delay of such development shall not be deemed unreasonable if such development is in conflict with TRX’s legitimate business goals.

3.3

Unless otherwise expressly agreed to by the User, all Version Releases, Routines, Custom Routines or Custom Modifications, or the installation thereof, shall:

3.3.1

not cause any significant delay, interruption, malfunction of the Services, or reduction in functionality; and

3.3.2

not cause any increase in the User’s operational costs in its use of the Services; and

3.3.3

be backwardly compatible with all of the User’s Customer Elements;

3.3.4

Custom Routines and Custom Modifications shall be subject to User acceptance as stated in Exhibit D; and

3.3.5

User will receive notice prior to the implementation of Version Releases in accordance with Exhibit E.

3.4

Rights to New Functionality . From time to time TRX may introduce new optional functionality into the CORREX Services. TRX may, in its sole discretion, offer such new functionality to users for an additional reasonable fee specified by TRX in good faith, * User shall be offered such new functionality at materially the same time and on materially the same terms as all other users of the Services but shall be under no obligation to acquire such new functionality. In the event User refuses any such new functionality, the Services will continue to operate uninterrupted and without change as if the new functionality had not been created or offered to User.

4.

TRX’s Proprietary Rights; User Restrictions

4.1

User acknowledges that the Software, Version Releases, Custom Modifications, if any, and related documentation embody valuable confidential and proprietary information of TRX, the development of which required the expenditure of considerable time and money by TRX, and are protected as trade secrets and by United States and international copyright law and international treaty. User shall treat such information so received in confidence and shall not use, copy, disclose, nor permit any of its personnel (excepting those employees with a “need to know” and who have signed appropriate confidentiality agreements) to use, copy, or disclose the same, or the existence of same, for any purpose that is not specifically authorized under this Agreement. By virtue of this Agreement, User acquires only the non-exclusive right as described above to, and to allow Permitted Users to, access, use and receive the Services provided by TRX through the use of TRX’s proprietary Software and related documentation, and does not acquire any license thereto or any rights of ownership in such materials, including any Custom Modifications. TRX at all times retains all right, title and interest in the Software, Version Releases, Custom Modifications, related documentation, and any derivatives thereof.

4.2

User agrees not to remove, alter or conceal any product identification, copyright notices, or other notices or proprietary restrictions from documentation provided to User by TRX, and to reproduce any and all such notices on any copies of such materials.

4.3

User recognizes and acknowledges that any unauthorized use or disclosure of the Services or Software by User may cause TRX irreparable damage for which other remedies may be inadequate, and User hereby acknowledges TRX may apply to a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure.

4.4

TRX recognizes and acknowledges that any unauthorized use or disclosure of the Customer Data by TRX may cause User or the relevant Permitted User irreparable damage for which other remedies may be inadequate, and TRX hereby acknowledges User may apply to a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure.

4.5

User has selected the Services provided hereunder and subject to the terms of this Agreement assumes full responsibility for the data provided, stored or transmitted utilizing the Services, and the use of such data, including the results obtained there from, as long as the Service Bureau processes the data in accordance with agreed specifications as contained herein and the Service Level Agreement as contained in Exhibit D .

5.

Support Services

5.1

Services Provided . During the term of this Agreement, TRX will provide to User the Support Services as stated in Exhibit D. In the event that TRX is able to improve its uptime service levels for the CORREX Services during the term of this Agreement and offers such improved uptime service levels to another TRX client, such improved services levels shall be deemed to be included in this Agreement.

5.2

Error Correction . In the event that any Permitted User(s) encounters an error, bug or malfunction in the Services, User shall promptly provide notice to TRX, describing the problem and indicating the severity of same. TRX shall verify the cause of the problem, and TRX’s sole obligation shall be to use its reasonable care and skill to correct the reported problem in accordance with Exhibit D. Notwithstanding the foregoing, the stated service levels shall not apply to errors which are caused by the User, which TRX shall use its reasonable efforts to promptly correct in any event. TRX may charge an additional fee in accordance with Exhibit B to correct such User errors if appropriate. TRX MAKES NO REPRESENTATION OR WARRANTY THAT ALL BUGS, ERRORS OR MALFUNCTIONS CAN BE CORRECTED, NOR THAT THE SOFTWARE WILL OPERATE ERROR FREE.

5.3

Other Services . TRX may provide training, consultation or other services at the request of User. Any such services shall be performed under a separate written agreement containing mutually acceptable terms; all related pricing shall not exceed the rates set out in Exhibit B to this Agreement, allowing for such increases as staled in Section 7.2.

5.4

Assignment . User acknowledges and will not unreasonably withhold their consent that TRX may decide to assign its support obligations under this Agreement to a TRX-authorized agent. After such assignment User agrees to look solely in the first instance to such agent for all on-going maintenance and support of the Software, provided such agent provides maintenance and support services substantially similar to those contracted for under this Agreement. TRX shall remain primarily liable to and continue to be paid by the User for all support and on-going maintenance obligations given under this Agreement. User shall enter into any further documents reasonably required by TRX in order to give full effect to the provisions of this Section 5.4.

6.

Responsibilities Of User

6.1

Provide all information reasonably requested by TRX to assist in identifying and solving reported errors.

6.2

Follow, in all material respects, all of TRX’s reasonable installation, operation and maintenance instructions.

6.3

Designate two operational User Representatives for each of the three Regions (the initial User Representatives being named on Exhibit C) who will be the contact persons through which all support and/or problem communications will be made. User may, from time to time, change one or both of the designated User Representatives, which change shall be effective only upon TRX’s receipt of written notice thereof. At no time shall there be more than two operational User Representatives for each Region. User shall ensure that any appointed operational User Representative is knowledgeable in the operation and use of the TRX Services, operating system(s), and hardware installed at the User’s site.

6.4

User and TRX agree to review the feasibility of implementing CORREX for use by User’s other Group members, specifically including *.

7.

Pricing and Payment

7.1

The fees for the Services are set forth in Exhibit B. User shall pay all undisputed fees in Great Britain Pounds (GBP) within * of receipt of invoice regardless of whether User collects any fees from its customers. User shall pay interest on all undisputed amounts not paid when due at the rate of * per annum above the base rate stated by National Westminster Bank plc, or the highest lawful rate, if less. TRX has the right to suspend or terminate User’s access to the Services for non-payment upon ten (10) working days’ prior written notice in the event that any portion of any undisputed invoice remains unpaid for twenty (20) or more days after the due date.

7.2

After the initial two-year term of the Agreement, 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.

7.3

If the User wishes in good faith to dispute any part of an invoice, User shall (i) notify TRX within 30 days of receipt of the invoice; and (ii) pay any undisputed amounts on the invoice. If TRX is not notified of a disputed invoice within this time frame, the invoice will be deemed undisputed and will be due and payable in accordance with the terms of this Section. The parties shall refer by notice in writing any invoice dispute to their respective contract managers for resolution. The contract managers (the initial contract managers being named in Exhibit D) shall negotiate in good faith to attempt to resolve such disputes. If any dispute cannot be resolved by the contract managers within a maximum of 10 working days after it has been referred to them, the dispute shall be dealt with pursuant to Section 14 below.

7.4

TRX will maintain and procure the maintenance of complete and accurate books and records (using, amongst other things, generally accepted accounting principles consistently applied) of all Services supplied (including TRX’s performance levels achieved under Exhibit D), all transactions, all fees and charges and other sums claimed hereunder (“Books and Records”), and will retain the Books and Records for * after the expiry or termination of this Agreement.

7.5

TRX shall provide monthly reports in support of its invoices to User. User shall have the right, upon thirty (30) days prior written notice and during regular business hours of TRX, to audit the Books and Records of TRX relating to verification that payments due to TRX under this Agreement are correctly calculated. In the event any audit identifies an overpayment of * or more by User to TRX, TRX shall immediately reimburse User the amount of overpayment. In the event any audit identifies a shortfall of * or more in payments due to TRX, User shall immediately pay TRX all amounts due.

7.6

The fees for the Services do not include any charge for Value Added Taxes (“VAT’), and TRX shall charge VAT (if appropriate) attributable to the Services rendered by TRX in connection with this Agreement.

8.

Warranties; Indemnity; Disclaimer

8.1

TRX Warranty . TRX represents and warrants that it will provide the Services, and Support Services as set out in Exhibit D, with such skill and care as may reasonably be expected of a properly skilled and competent person experienced in the provision of services equivalent to the Services. Save where set out in this Agreement, all other warranties express or implied by common law, statute or otherwise excluded to the fullest extent allowed by law.

8.2

Joint Warranty . TRX and User each warrants and represents to the other that it has full right, power, and authority to enter into and perform under this Agreement, and the person signing this Agreement on its behalf has been properly authorized and empowered to enter into this Agreement.

8.3

TRX Indemnification . TRX will defend User and its directors and employees, against any claim against, or liability or loss incurred by, any Permitted User, that the Software and/or the Services furnished hereunder violates a valid patent, copyright, trademark or other intellectual property right, pay all amounts payable to third parties in connection with any settlement or compromise of such claim approved by TRX, and pay all damages finally awarded by a court (after any permitted appeals) to third parties relating to such claim, including court costs and reasonable attorneys fees awarded but only to the extent that the action relates to the Software, Routines, Custom Routines and/or the Services; provided User: (i) promptly notifies TRX in writing of any claim of infringement; (ii) permits TRX to exclusively defend, compromise, settle or appeal any such claim or judgment (at the expense of TRX); (iii) assists and cooperates with TRX, as reasonably requested by TRX (at the expense of TRX), to enable TRX to defend, compromise, settle or appeal any such claim, suit, demand or judgment. The provisions of this Section shall not prohibit User’s participation with TRX in the defence or appeal of any such claim or judgment should the User or the Permitted User choose to participate, at its own expense (such expense not being indemnified by TRX) and with attorneys of its own choice, provided that TRX shall have sole control and authority with respect to any such defence, compromise, settlement, appeal or similar action. Should the User’s right to continue to use and allow the Permitted Users to use the Service pursuant hereto be enjoined by a court because any part of aspect thereof is declared to infringe a valid patent, copyright, trademark, or other intellectual property right TRX at its option shall either: (i) procure for the User the uninterrupted right to continue to use and permit use of the Service as provided for hereunder; (ii) modify the Service to render it non-infringing but substantially functionally equivalent to how it was prior to such modification; (iii) replace the Services with a non-infringing equivalent with materially the same functionality: or (iv) if none of these is commercially reasonable in TRX’s reasonable discretion after having used reasonable commercial endeavours to achieve them, TRX may terminate the Agreement and refund all unused prepaid fees, subject, if legally permissible, to providing the Service in accordance with Section 10.4 and without prejudice to TRX continuing indemnity obligations pursuant to this Section 8.3.

8.4

Joint Indemnity . Each party (th