Exhibit 10.5
STRATEGIC
ALLIANCE AGREEMENT
This
STRATEGIC ALLIANCE AGREEMENT (the “ Agreement
”) is made effective this 21st day of March, 2008 (the
“ Effective
Date ”), by and between TAG II, INC., a Delaware
corporation, by and on behalf of itself and its subsidiaries
(collectively, “ TAG
”) and AMERICAN LEISURE GROUP LIMITED, a British Virgin
Islands corporation, by and on behalf of itself, and, whether
currently in existence now or hereafter, its affiliates, and
subsidiaries (collectively, “
ALG
”).
RECITALS
A.
TAG
currently manages numerous leisure and franchise travel operations
throughout the United States under a variety of brands, organized
into two companies: (i) TraveLeaders, LLC operating
under the TraveLeaders brand; and (ii) The Travel Franchise Group,
Inc., comprised of franchised brands including Carlson Wagonlit
Travel Associates and Results! Travel ®
. TAG has approximately 1,700 franchised travel agency
locations in the United States and Canada and has combined travel
bookings in excess of five billion dollars. For purposes
of this Agreement, the term “TAG Products” means
consumer travel products and services offered or sold by TAG and
its Affiliated Companies under the above-described brands (and any
successors or additions to such brands).
B.
ALG
is a holding company formed to own United States-based resort
companies and operations and to become a fully integrated developer
and operator of premium destination resorts combining travel
services, travel destination/resort development, vacation club and
resort management activities. Such activities include,
but are not limited to the promotion and sale of whole or
fractional vacation ownership and the provision of short term
accommodations. For purposes of this Agreement, the term
“ALG Resorts” refers to any resort properties directly
or indirectly managed or owned, whether in whole or in part, by ALG
and its Affiliated Companies.
C.
TAG
and ALG desire to hereby enter into a strategic alliance under
which they will work together in various respects to accomplish
mutually beneficial business objectives, as more particularly set
forth herein .
AGREEMENT
NOW, THEREFORE , in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as
follows:
RECITALS INCORPORATED . The
Recitals contained herein are true and accurate and incorporated
herein. The parties are entering into this Agreement
relying upon the truth of the Recitals contained
herein.
MUTUAL
MOST-FAVORED NATION PRICING.
During the term of this Agreement, TAG will offer all TAG Products
to ALG and will offer and sell the TAG Products to ALG for resale
to ALG customers at prices and pricing structures no less favorable
to ALG than the prices and pricing structures offered to any other
customer of TAG, including any distributor, agency, preferred
partner, or other strategic alliance partner of TAG. The
obligation this Section 2.1 shall be subject to any restrictions on
discounting or similar pricing concessions imposed upon TAG under
its senior credit facilities at any time during the term of this
Agreement. The parties acknowledge and agree that TAG
will not be required to breach strategic alliance agreements
similar hereto between it and third-parties which exist on the
Effective Date in order to comply with this Section
2.1. Notwithstanding the foregoing, if TAG’s
senior lender has pursuant to a subordination agreement between
such senior lender and American Leisure Equities Corporation
(“ALEC”) blocked payments on that certain Promissory
Note, dated the date hereof, of TL Acquisition Group, LLC
(“TLAG”) in favor of ALEC, then during the continuance
of such blockage TAG will permit ALG to purchase such products at
(i) cost, if such pricing is then permitted under the terms of
TAG’s senior credit facility; or (ii)
if cost-pricing is not so permitted, then the lowest
price permitted under TAG’s senior credit
facility.
During the term of this Agreement, ALG will offer and sell rooms at
ALG Resorts to TAG customers at room rates no less favorable than
the room rates offered by ALG to customers purchasing through any
other travel agency (including web-based travel agencies), based on
the pricing in place at the time the room rates are made
available.
In the case of both of Sections 2.1 and 2.2 above,
“TAG” shall refer to all of TAG and its Affiliated
Companies, and “ALG” shall refer to all of ALG and its
Affiliated Companies.
ADDITIONAL
COOPERATION
. In addition to the obligations set forth in Sections
2.1 through 2.3, TAG and ALG will, and will cause their respective
Affiliated Companies, to use commercially reasonable efforts to
work together to identify and develop co-marketing and joint
marketing programs, mutual distribution opportunities, promotional
and advertising campaigns, information-sharing, and other mutually
beneficial programs and mechanisms, all with the purpose of
furthering the respective business objectives of the
parties.
CONFIDENTIALITY.
Confidential
Information Defined . “
Confidential
Information ” includes all information relating to
TAG’s or ALG’s products, services, or business affairs
that is of a confidential, proprietary, or non-public nature,
whether communicated orally or in writing, and whether in tangible
or intangible form, including, without limitation, financial data,
costs, margins, mailing or other marketing lists, customer lists,
advertising, promotion, product or program concepts, plans or
proposals, or any other information that is of a confidential,
proprietary, or non-public nature. Confidential
Information includes the specific terms of this Agreement and the
fact that Confidential Information may have been disclosed by
either party (a “ Disclosing
Party ”). Confidential
Information does not include information that was: (a) already
known by the party receiving Confidential Information (a “
Receiving
Party ”); (b) in the public domain or later entered
the public domain through no wrongful act or omission by the
Receiving Party; (c) disclosed to the Receiving Party by a third
party having no obligation of confidentiality; (d) developed
independently by the Receiving Party without reference to any
Confidential Information; (e) ascertainable from a visual
inspection of the Disclosing Party’s public premises,
products, services, or advertising or promotional material; (or)
the existence of this Agreement and the nature of the relationship
between the parties hereto, it being the express intention of the
parties that ALG will market its products and services by
identifying its relationship and preferred status with
TAG.
Obligations
. The Receiving Party must: (a) keep the
Disclosing Party’s Confidential Information in strict
confidence; (b) not, without
the prior written consent of the Disclosing Party, use, discuss, or
disclose or permit the use, discussion, or disclosure of
Confidential Information other than use by, discussion with, or
disclosure to the Receiving Party’s directors, officers,
employees, affiliates, or representatives as necessary in
performing its obligations under this Agreement; (c) be
responsible for the compliance with this Agreement by its
directors, officers, employees and representatives; (d) not, without
the prior written consent of the Disclosing Party, contact any
person or entity to confirm any Confidential Information; (e) not,
without the prior written consent of the Disclosing Party, copy any
Confidential Information except as necessary in performing its
obligations under this Agreement; and (f) immediately notify the
Disclosing Party in writing of any impermissibl
|
