Amendment to Software License Agreement between ITA Software, Inc. and Orbitz, LLC (January 24, 2003)

Summary

This amendment updates the existing Software License Agreement between ITA Software, Inc. and Orbitz, LLC. It clarifies the definition of "Incremental PNRs" to include those created through "Orbitz for Business" and other corporate accounts, and acknowledges a dispute over whether "PNR" refers to all or only non-cancelled records. The parties agree to work in good faith to resolve this dispute. All other terms of the original agreement remain unchanged.

EX-10.7 7 a2124294zex-10_7.txt EX-10.7 Exhibit 10.7 AMENDMENT TO SOFTWARE LICENSE AGREEMENT This Amendment, effective as of January 24th, 2003, (the "Amendment"), is an amendment to the Amended and Restated Software License Agreement (the "Agreement"), dated as of May 15, 2002 by and between ITA Software, Inc. ("ITA") and Orbitz, LLC ("Orbitz"). All terms used but not defined herein shall have the meanings assigned to them in this Agreement. WHEREAS, Orbitz and ITA desire to amend the Agreement on the terms and conditions set forth herein; NOW, THEREFORE, the parties agree to amend the Agreement as follows: 1. The parties agree that, effective as of the date of the Agreement, notwithstanding any other provision of the Agreement, the following will be included in the definition of "Incremental PNRs", for the purposes of Sections 8(c) and 8(d) of the Agreement: (i) any PNR created by an End User means of "Orbitz for Business" or a similar or a successor Site, and (ii) any other "corporate PNR", defined as any PNR created by an End User who was shown any fare(s) in connection with such PNR, including but not limited to so-called "corporate fares", "negotiated fares" or "private fares" that are offered by a carrier or by Orbitz to corporate accounts, including the corporate account with which such End User is affilated. 2. The parties have a dispute as to whether, as defined in the Agreement, the term "PNR" refers to all PNRs created, whether or not subsequently cancelled, or to PNRs created which are not subsequently cancelled; I.E., whether such terms refer to "gross PNRs" or to "net PNRs". The parties agree that, immediately upon execution hereof, they will exercise in good faith efforts to resolve such dispute. 3. This amendment shall amend, modify, and supersede, to the extent of any inconsistencies, the provisions of the Agreement. Except as expressly affected by this Amendment, the Agreement shall remain in full force and effect. ORBITZ, LLC ITA SOFTWARE, INC. BY: /s/ Gary Doernhoefer BY: /s/ B. David Sandberg --------------------------------- ------------------------------- NAME: Gary Doernhoeher NAME: B. David Sandberg ------------------------------ ----------------------------- TITLE: VP & General Counsel TITLE: VP - General Counsel ----------------------------- ----------------------------