MASTER LICENSE AGREEMENT

Exhibit 10.5

MASTER LICENSE AGREEMENT

This Master License Agreement (“Agreement”) is made and entered into as of the Effective Date specified above between American Express Travel Related Services Company, Inc on behalf of, and for the benefit of itself, its parent, its parent’s affiliates, and subsidiaries also known as American Express Company (“AMEXCO), having an office at American Express Tower, World Financial Center, New York, New York 10285 (“AMEXCO”) and the Licensor specified above. This Agreement specifically applies to domestic AMEXCO locations only. It supersedes any shrink-wrap license that accompanies the media on which the software described herein is provided.

ARTICLE 1: PROVISION OF PROGRAMS

1.1 Under the provisions of this Agreement, Allstate Dataworks, LLC (USD) agrees to grant AMEXCO licenses to use certain of USD’s proprietary computer programs and associated materials (“Products”). All products, support options, and, escrow agreements, and development work are listed substantially in the attached as the Exhibits below.

Exhibit A — Schedule
Exhibit B — Software Products Schedule
Exhibit C — Escrow Agreement

1.1.1 This Agreement also permits AMEXCO to obtain USD’s services to customize, modify and/or enhance Products, to develop programs, software and materials related to Products, and/or such other services as the parties mutually agree upon (“Custom Services”). Custom Services shall be specified on a Statement of Work and will be attached as an applicable Schedule.

1.2 Each Schedule shall be numbered and dated to facilitate identification and when executed by both parties shall form a part of this Agreement. Each Schedule shall include: (i) the AMEXCO site where each Product is to be installed (“Installation Site”); (ii) the name and/or other description of each Product; (iii) the scheduled date each Product is to arrive at the Installation Site (“Scheduled Delivery Date”); (iv) the duration of each license (“License Term”); (v) the scope of each Product license, as defined in Article 5; (vi) the standard specifications applicable to each Product (“Specifications”); (vii) the charge for the license for each Product (“License Fee”); (viii) the maintenance charges for each Product, if any (“Maintenance Fee”) and whether such Maintenance Fees are monthly, quarterly, annual or otherwise; and (ix) any other provisions the parties mutually agree upon.

1.2.1 In the event of any inconsistency between this Agreement and any Schedule, the provisions of such Schedule shall govern, for purposes of such Schedule.

1.3 AMEXCO, its parent, domestic subsidiaries and affiliated companies (“AMEXCO Entities”) may execute Schedules with USD under this Agreement and for purposes of such Schedule shall be considered “AMEXCO” as that term is used throughout this Agreement.

ARTICLE 2: DELIVERY; INSTALLATION

2.1 USD shall deliver each Product to the Installation Site on or before its Scheduled Delivery Date. If any Product is not delivered within ten (10) days of its Scheduled Delivery Date, USD shall be notified and given an opportunity to cure. If after the parties mutually agree on a revised delivery date, USD fails to deliver the Product, AMEXCO may, on written notice any time thereafter, terminate the Schedule involved in whole or in part, without obligation, liability or penalty of any kind.

2.2 USD shall install each Product at the Installation Site as soon as possible after delivery. If any Product is not installed within twenty (20) days of its Scheduled Delivery Date, USD shall be notified and given an opportunity to cure. If after being notified, USD does not install the Product within the agreed upon time frame, AMEXCO may, on written notice any time thereafter, terminate the Schedule involved in whole or in part, without obligation, liability or penalty of any kind. Unless an installation charge is specified on the applicable Schedule, there shall be no charge to AMEXCO for USD’s installation services.

ARTICLE 3: ACCEPTANCE

3.1 When each Product has been successfully installed at the Installation Site and has been made ready for use, USD shall notify AMEXCO and AMEXCO shall commence acceptance testing of such Product with such assistance and support as necessary from USD personnel. The acceptance test shall be conducted for the purpose of demonstrating that the Product performs in accordance with its Specifications, Documentation and any other criteria and procedures mutually agreed upon and set forth in the Schedule. AMEXCO shall provide sufficient resources to complete acceptance testing within a period of four (4) calendar weeks from the date of notification that the system is ready for use. The four weeks will begin at the time that the Product is mutually agreed upon and for any extensions, for the acceptance testing at the production facility. AMEXCO may choose to extend the acceptance testing period if corrections in the Product are needed.

3.2 Once the Product has successfully passed the acceptance test, AMEXCO shall notify USD in writing of acceptance of such Product. If a Product does not pass the acceptance test, AMEXCO shall notify USD, specifying in reasonable detail in what respects the Product has failed to perform. USD shall promptly correct any deficiencies disclosed by the acceptance test and AMEXCO shall repeat the entire test until the Product has successfully passed. If the Product fails to pass within sixty (60) days of the date the deficiency was detected, AMEXCO shall have the option of immediately terminating the Schedule involved in whole or in part, without obligation, liability or penalty of any kind, or

continuing the acceptance test; provided, however, that AMEXCO’s termination option shall remain available to AMEXCO during any such continuation.

ARTICLE 4: DOCUMENTATION AND TRAINING

4.1 Upon delivery of each Product, USD shall deliver to AMEXCO one (1) copy of all generally available documentation for such Product sufficient to enable AMEXCO personnel to use and to fully understand the use and operations of the Product (“Documentation”). AMEXCO may copy the Documentation in order to satisfy its own internal requirements or may request USD to furnish additional copies at USD’s current standard prices, less any applicable discounts.

4.2 If training is required and/or included for a Product, the charge, duration, nature and other particulars applicable to such training shall be specified on the Schedule.

4.3 USD shall maintain the Product, including Documentation, in at least the current and one prior version, in escrow with an independent third party (“Escrow Agent”). USD shall supply AMEXCO with a copy of its agreement with said Escrow Agent or such other form of Escrow Agreement as the parties may agree to be mutually acceptable. The attached Exhibit C is incorporated herein as though completely and originally recited herein.

ARTICLE 5: SCOPE OF LICENSE AND PROPRIETARY RIGHTS

5.1 USD grants to AMEXCO a non-exclusive, 10-year, U.S. License to use each Product, commencing upon its delivery to AMEXCO and continuing thereafter from the date of AMEXCO’s acceptance of the Product, for the License Term specified on the Schedule, unless terminated earlier in accordance with this Agreement.

5.2 Each license hereunder shall be designated on the Schedule as one of the following:

5.2.1 A “CPU License” shall entitle AMEXCO to use the Product on the specific central processing unit (“CPU”), designated by model, type and/or serial number on the Schedule. If CPU Licenses hereunder are dependent on the size or type of CPU, then the legend “CPU License — Specific Size/Type Only” must appear on the applicable Schedule.

5.2.2 An “Installation Site License” shall entitle AMEXCO to use the Product on any and all equipment or devices at the Installation Site (including all buildings physically contiguous or directly connected or accessible to each other).

5.2.3 A “U.S. License” shall entitle AMEXCO to use the Product anywhere in the United States (including its possessions and territories) at any sites and on all CPUs owned, controlled or operated by or for the benefit of AMEXCO.

5.2.4 A “North American License” shall entitle AMEXCO to use the Product anywhere in the continental United States, at any sites and on all CPUs owned, controlled or operated by or for the benefit of AMEXCO.

5.2.5 A “Country License” or “Regional License” shall specify the country or countries comprising a region and shall entitle AMEXCO to use the Product anywhere at any sites and on all CPUs owned, controlled or operated by or for the benefit of AMEXCO within the country or region specified.

5.2.6 A “Worldwide License” shall entitle AMEXCO to use the Product anywhere in the world (unless specific countries are excluded by USD on the Schedule) at any sites and on all CPUs owned, controlled or operated by or for the benefit of AMEXCO.

5.2.7 Any other type or scope of license mutually agreed upon shall be specified and described on the Schedule.

5.3 All licenses shall include the right of AMEXCO to use the license for the benefit of AMEXCO and its domestic subsidiaries, affiliates, joint ventures or other parties to use the Product involved; provided, however, that such use is controlled, operated and/or conducted by or for the benefit of AMEXCO or conducted by another party authorized by AMEXCO to conduct all or any portion of AMEXCO’s businesses.

5.4 At any time, upon written notice to USD, AMEXCO may change the scope of its license for any Product, consistent with the categories described in Section 5.2 above or for such other scope as is mutually agreed upon (“Upgrade”). The charge or refund applicable to Upgrades, shall be the difference between the then current License Fee for the Product license currently held by AMEXCO and the modified license being obtained by AMEXCO as a result of the Upgrade, payable as specified in Section 8.1.1 (or, in the case of a refund, as a credit against the next payment due to USD).

5.4.1 If AMEXCO transfers a “CPU License — Specific Size/Type Only” to another CPU of a different size or type then it shall be treated as an Upgrade within the meaning of Section 5.4 above.

5.5 AMEXCO may transfer the license to use a Product from one CPU to another or from one domestic Installation Site to another without payment of any additional license fee or charge, so long as the use remains consistent with the scope of that Product’s license as specified in Section 5.2. Each license includes the right to access and use Products in connection with any associated or interconnected networks, peripherals, equipment and devices, unless otherwise specifically prohibited or limited in the Schedule.

5.6 Unless prohibited on the Schedule, AMEXCO may obtain additional licenses to use any Product licensed to AMEXCO hereunder (“Supplementary License”), by making a copy of the Product involved, together with any applicable Documentation and/or related materials. AMEXCO agrees to notify USD on a quarterly basis, of all copies made in the preceding quarter, together with the term and scope of license required and all Installation Site, CPU or other information applicable to such license and to pay for such licenses as specified in Section 7.1.1. Supplementary Licenses shall commence on the date the additional copy is made by AMEXCO.

5.7 Each license includes the right to use Products on temporary substitute or back-up equipment. AMEXCO shall also be entitled to make and keep copies of each Product and its Documentation at a separate facility for purposes of safekeeping and back-up.

5.8 USD retains title to the Products provided hereunder and does not convey any proprietary rights or other interest therein to AMEXCO, other than the licenses granted hereunder. USD agrees that AMEXCO shall have the right to enhance, modify and/or adapt any of the Products and/or materials provided to AMEXCO hereunder, may create and use derivative works and may use and combine Products with other programs and/or materials.

5.8.1 Notwithstanding anything to the contrary herein, and unless otherwise specified in the Schedule, AMEXCO shall have the exclusive right to use any enhancements, modifications, adaptations and derivative works made by or for AMEXCO or by USD specifically at AMEXCO’s request or direction.

5.9 AMEXCO shall notify USD within sixty (60) days in writing if it opts to continue a Product license and License Term for any such continuation. The License Fee applicable to any continuation of a Product license (“Renewal Fee”) shall be the lesser of: (a) the License Fee applicable to the current License Term (if the terms are equivalent); (b) USD’s then current License Fee applicable to the renewal License Term; or (c) such other license fee as is mutually agreed upon by the parties. Notwithstanding anything herein to the contrary, License Terms shall continue at no additional charge to the end of the License Term or for sixty (60) days after receipt of USD’s notice referred to above, whichever is later, and thereafter, if AMEXCO exercises the option to continue the license as provided hereunder.

ARTICLE 6: ESCROW MATERIALS

6.1 On or before delivery of the Product to Amexco, Licensor shall deliver to an independent third party escrow agent, selected and designated by Amexco and approved by Licensor (such approval not be unreasonably withheld) (“Escrow Agent”), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and is substantially in the form attached as Exhibit C (“Escrow Agreement”), a current and complete copy of the Source Code and any other materials required by the terms of the Schedule to be deposited in escrow (“Escrow Materials”).

6.2 Within five (5) days of the installation of any new Update, Product release (or any other substantial modification to the Product) or within six (6) months of the last deposit hereunder, whichever is sooner, Licensor shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Product or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered “Escrow Materials” as the term is used herein.

6.3 In the event Licensor fails to maintain and/or support any Product in accordance with the provisions of this Agreement and such failure is not fully remedied within thirty

(30) days of Amexco’s notice to Licensor, then notwithstanding any other rights and remedies to which Amexco may be entitled, Amexco shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement.

6.4 Any release of Escrow Materials to Amexco shall remain subject to the confidentiality obligations set forth in Section 11 hereof. Escrow Materials shall be utilized by Amexco for its maintenance and support requirements for the Product(s) and no other purpose whatsoever.

6.5 Amexco shall have the right, at any time upon at least ten (10) days’ written notice to Licensor and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the “Escrow Agent” hereunder) and confirm such transfer in writing to Amexco and Licensor.

ARTICLE 7: MAINTENANCE

7.1 During the Warranty Period specified in Section 8.4 at no charge, and thereafter in consideration of AMEXCO’s payment of the applicable Maintenance Fee, USD agrees to provide AMEXCO with the services specified in this Article 7 as part of its maintenance and support services for Products licensed hereunder.

7.2 USD shall correct and repair Products, following telephonic, electronic or other notification by AMEXCO to USD of any failure, malfunction, defect or nonconformity which prevents the Product from performing in accordance with the warranties, Documentation, Specifications and other descriptions and/or materials provided to AMEXCO.

7.3 USD shall respond by telephone (or other confirmed means) to any request for service made during the hours from 8:00 A.M. to Midnight. (Installation Site local time), Monday through Friday, within one (1) hour of AMEXCO’s initial request for service. If any failure, malfunction, defect or nonconformity cannot be satisfactorily corrected through telephone, electronic or other remote means, AMEXCO may request on-site assistance from USD and USD shall respond by having any necessary maintenance personnel, trained in the Product to be serviced, at the site where such Product is located within twenty four (24) hours of AMEXCO’s initial request for service and apply continuous, dedicated efforts and resources until the problem is resolved. USD and AMEXCO may mutually agree to any other problem resolution activities appropriate to the situation in addition to, or instead of the above noted means.

7.4 USD shall provide AMEXCO with all revisions, updates, improvements, modifications and enhancements to each Product and to the Documentation described in Section 4.1. hereof, which are produced and generally made available by USD (“Update”). If any Update is acceptable to AMEXCO, AMEXCO shall allow USD to install same (or if “AMEXCO Installed”, provide documentation and materials necessary to successfully install such Update) and provide such services as are required, if any, to enable AMEXCO to continue AMEXCO’s intended use of the Product. If any such Update adversely affects

AMEXCO’s use of the Product, AMEXCO’s operations or other systems or processes, in AMEXCO’s sole judgment, acting reasonably and in good faith, AMEXCO may refuse to accept same, and in such event, USD shall maintain the Product in the form in effect immediately prior to USD’s request that AMEXCO accept such Update. If USD satisfactorily resolves the problems that gave rise to AMEXCO’s refusal, AMEXCO shall permit USD to install the Update. For purposes of this Agreement, an Update once incorporated into any Product or Documentation shall be considered a part thereof for all purposes hereunder.

7.5 USD shall produce and make available to AMEXCO any and all modifications to the Products to enable same to operate in conjunction with any new releases of the applicable equipment’s operating system.

7.6 USD shall provide reasonable remote technical assistance and consultation to AMEXCO at any time during normal working hours.

7.7 USD shall provide revised and/or updated Documentation to correspond to any changes (including Updates) made to the Products, within ten (10) days of such changes.

7.8 If AMEXCO attempts to perform maintenance and/or repair service on the Product and, as a result, further service is required to restore the Product to proper operating condition, such service shall be provided by USD hereunder; provided, however, that USD shall have the right to charge AMEXCO for such services at USD’s then applicable time and materials rates.

7.9 AMEXCO may elect to extend the hours of maintenance coverage, arrange for on-site or other services available from USD and unless otherwise mutually agreed, USD shall provide such other services at its then current applicable prices.

7.10 AMEXCO may change the type of and nature of additional services elected hereunder or may terminate maintenance and support services for any Product licensed hereunder, at any time in whole or in part, upon thirty (30) days’ written notice to USD.

ARTICLE 8 : INVOICING; PAYMENT; DISCOUNTS

8.1 USD may invoice AMEXCO for the License Fee of products set forth on the Schedule B for each Product upon successful installation of Products and the custom code upon successful acceptance testing, on or after execution of this agreement in accordance with Section 3.2 hereof. Subsequent License Fees for such Product, if applicable, shall be invoiced to AMEXCO monthly, quarterly, annually or otherwise, in advance, as specified on the Schedule.

8.1.1. License Fees applicable to Upgrades and/or Supplementary Licenses, may be invoiced immediately upon USD’s receipt of AMEXCO’s notification of Upgrade or Supplementary License as required hereunder.

8.1.2. Renewal Fees may be invoiced to AMEXCO at any time after AMEXCO’s notice of renewal and shall be payable within thirty (30) days of its receipt or on the

effective date of the renewal, whichever is later. Once renewed, the Renewal Fee shall be read to mean “License Fee” for all purposes hereunder.

8.1.3 Custom coding, consulting, travel, and any other non license or maintenance expenses may be invoiced to AMEXCO on a monthly basis during the term of the development and installation process.

8.2 License Fees include the provision of maintenance and support services hereunder, unless a separate Maintenance Fee is indicated on the Schedule. If payment of the License Fees for any Product includes maintenance and support services, then all references to Maintenance Fees shall be deemed to refer to those License Fees. Maintenance Fees may be invoiced commencing upon expiration of the Warranty Period and monthly, quarterly, annually or otherwise, in advance thereafter, as specified on the Schedule.

8.3 Each invoice properly rendered in accordance with this Agreement, shall be payable within thirty (30) days after its receipt, unless otherwise specified herein.

8.4 Upon ninety (90) days’ written notice, USD may change the License Fees and/or Maintenance Fees applicable to any Product at any time effective after one (1) year from the date of expiration of the Warranty Period for such Product; provided, however, that increases hereunder shall not exceed five percent (5%) per year over the preceding year and provided further that in no event shall any fees or charges hereunder exceed USD’s then current standard published charges.

8.5 AMEXCO shall be entitled to discounts on License Fees and Maintenance Fees hereunder based on the Products licensed and/or maintenance services provided to all the AMEXCO Entities hereunder, or such other discounts as may be available from USD, calculated at the time the Schedule for such Product is entered into by the parties.

ARTICLE 9: WARRANTIES

9.1 USD warrants to AMEXCO that: (i) USD has the right to furnish the Products, Documentation, Specifications and other materials and perform the services as specified in this Agreement (“Product Materials and Services”) covered hereunder free of all liens, claims, encumbrances and other restrictions; (ii) the Product Materials and Services furnished by USD and/or AMEXCO’s use of the same hereunder do not violate or infringe the rights of any third party or the laws or regulations of any governmental or judicial authority; (iii) AMEXCO shall be entitled to use and enjoy the benefit of the Product Materials and Services, subject to and in accordance with this Agreement; and (iv) AMEXCO’s use and possession of the Product Materials and Services hereunder, shall not be adversely affected, interrupted or disturbed by USD or any entity asserting a claim under or through USD.

9.2 USD warrants that: (i) all tangible portions of the Product Materials and Services shall be free from any defects in materials and workmanship and the Products shall conform to and operate in accordance with the Specifications for such Products, the Documentation provided to AMEXCO by USD hereunder and such other descriptions and materials as are

attached, described and/or provided under this Agree