HomeMy WebLinkAboutEgencia LLC. - US Corporate Travel Services AgreementDocuSign Envelope ID: 6170OB8E-B56F-4FBF-BFA2-BB9641572801
This Corporate Travel Services Agreement (^Agreement ), iseffective soofthe last date signed below ("EfferiveDate")and is
entered into by and between the City of Yakima Police Department, a(n) Washington municipal corporation ("Company"), with
anaddress uf2UU5PStreet, Yakima, WA, 989D1,United States and EQenciaLUC, a Nevada limited liability company ("Egenda^),
with onaddress uf655Third Avenue, 4thFloor, New York NY1OU17. The Company and Egendehereby agree msfollows:
l. CoEporate,Travel Services. EgendashaUprovdecurpuratetrave|semicesassetforthinthisAgeement("Sorvice(s))"oo
de*ignatedCompanyemp|oyeesorntherpeoonspemnittedbytheCompanytouyethe5epvias("Traveler(s)).
_
2.1. Online Booking. Egencia shall setup and enable Company to have an online booking tool which enables Travelers to
book Services online (^Bite^).
3. Travel Manaeement Services. In addition to booking Services, Egencia shall provide travel management services including
for example access to profile management, Traveler tracking and standard analytics studio reports, 3rd party Integrations
("3rd Party Integrations") if applicable, implementation and account management services as described in this Section
("Travel Management Services").
4. Travel Consultant Assisted Booking. Egencia shall make travel consultants available to Company to assist in booking
Services.
4.1. Implementation
4.1^A. Program. Egenciashall begin providing Services following completion ofthe implementation program described
below on a date to be agreed between the parties ("Launch Date"). Egenda shall not be responsible for afailure
to meet the Launch Date tothe extent that the failure is due to Company delays. The implementation program is
designed tuset upand deliver the Site.
4.1.13. Deliverables. Egencia shall deliver to Company
(i) a project plan to include setup steps and a remote video conference kick-off session;
(ii) a configured Site, with Traveler profiles loaded online; as well as Company's negotiated hotel, rail, and car
third -party contracts linked tuthe Site;
(iii) online training tutorials (including use of the Site); communications which Company can leverage in
announcing the transition toEgencia;and two (2)remote video conference training sessions; and
(ix) post -launch support for one (1) month following the Launch Date.
4.2. Account Management
Egencia shall make available to Company with account support during regular business hours for non -travel -booking
assistance.
S. Pricing and PgyrngqL1qrM Egenciawi!|chargeandCompeny*iUpaythefasandchargesegforthinExhibitA.Feesand
charges are in addition to any other costs of travel, which are the responsibility of Company. Costs of travel include, ticket
fees, surcharges, govern ment'imposed charges, supply system fees, and fees imposed byairlines.
5. SaviW Finder
VVheeavai|ab|eandapp|icab|e,EgenciaviUpnmideaphcemnnitnhngsemice("theSF Service")and Company will pay the
associated fees and charges set forth inExhibit A.
7. International Rate Desk A travel consultant international rate desk transaction fee shall be charged for each complex
international itinerary that an Egencia travel consultant sends to the Complex International Rate Desk (IRD") for review.
Egencia shall determine if an itinerary is a complex international itinerary that warrants IRD review. Complex international
itineraries include, but are not limited to, multi -destination itineraries mritineraries with five (5)ormore segments. Simple
international itineraries that donot warrant Complex IRD review include, but are not limited to, point-to-point international
travel, travel within North America, travel within Europe with four (4) segments or less, or itineraries that can be booked on
the Site.
8. Estimated TrgMgl Spend. Company estimates that it shall spend 3U5,0U0(USD)inair, hotel, rail and car bookings annually
("EsdmatedTravel Spend")duringtheTerm.
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9. jtg��] InLorMation. Company shall provide Egencia with information to facilitate the performance of the Agreement. Such
information includes Traveler names, addresses, frequent flier numbers, traveler itineraries, and credit card information
("Travel Information"). Company will obtain all legally required consents prior to providing any individual's Travel
Information to Egencia. Company will update Travel information promptly.
10. Term. The term of this Agreement shall be three (3) yed[S fruin Lhe EffeLLive DdLe. The Let ni sl idli be i enewed Lhereafter for
successive period(s) of one (1) year unless termination notice is given by either party at least thirty (30) days prior to the end
of the then current term (Initial term plus renewal terms equals the "Term"'). in addition, at any time during the Term either
party may terminate this Agreement for convenience with thirty (30) days' notice ("Convenience Termination").
11. GgDeLal Rrm� and Conditions. The general terms and conditions in Exhibit B are incorporated in this Agreement.
Standard sgenciaAgreement ussms sgenuaconnuenua/ Page 2ufzu
By:
�r
Tammy Schneider
Name;
Title: VIP, Account Management
March 1, 2023
Date:
Title: CitX Manager
Date, L4 ( t i
Standard Egenda Agreement US SIVIE Egencla Confidential Page 3 of 10
oocu0gnEnvelope ID: 61a72u01
1. ;Prising.
1.1. Per Trip Pricing. Egenciawill charge and Company will pay astandard booking fee per Traveler per trip asset forth in
Table 1. Atrip comprises the following characteristics:
1.1i travel bookings (whether online or travel consultant assisted) including air, hotel, rail, car, ground transportation
and ancillary services when available aswell asall related exchanges, modifications orcancellations;
1.1.i.any combination ofupto6bookings made tueffect asingle corporate business trip; and
1.1.iii.trip ends when the Traveler has returned to point of origin or for a hotel -only booking on the day of checkout
Egencia reserves the right to monitor Trips to ensure the six bookings limit is properly applied and billing is made accordingly.
1.2. Special Request Fees. Company shall pay aSpecial request fee per requestper Traveler set forth inTable 1when
Company orTraveler requests a travel consultant to take an action on a booking outside the Site which requires contact
with external travel suppliers ('Speda1Request Fee').
13. Platform Services Fee. The Platform Services fee ispayable byCompany asset forth inTable l.
1.4. Value-added Services Fees. Company may request the value-added services ('Value-added Services') set forth in Table
1. Egencia will charge and Company will pay for any such Value-added Services.
1.5. Other Costs of Travel. Fees are in addition to any other costs of travel, which are the responsibility of Company. Costs
of travel include, but are not limited to, ticket fees, surcharges, govern ment-i m posed charges, supply system fees, and
fees imposed by airlines.
Z. Payment Terms
2.1. Company shall pay all fees and costs using any personal or Company -provided individual or centralizedcredit card.
2.2. Platform Services Fee shall be paid on a yearly basis within 30 days after the Effective Date and on each anniversary of
the Effective Date.
Z�. Egenciareserves the right toadjust the fees outlined in this Exhibit to reflect changes and updates to the Services or in
the travel Industry urincreases incosts relating tnuse ofaGlobal Distribution System uraNew Distribution Capability,
Egencia shall provide Company with sixty (60) days' written notice prior to any change in fees.
24. EAencia reserves the right toincrease the fees tureflect changes inthe cost of performing the Services. Egenciashall
provide Company with sixty (60) days' written notice prior to any change in fees.
2.5. Company shall pay interest on all past due amounts at the rate equal to the lower of one percent (1%) per month
(twelve percent (12%)per annum)urthe highest rate permitted bylaw.
2.6. Hotel property assessed penalties may apply for Expeclia rate hotels if cancelled outside of the hotel cancellation
window.
2.7. Company must have aSouthwest SVAB|2account number inorder toreceive full Southwest content unthe Egenda
Site.
Standard Egencia Agreement mows Egenciammidentia| Page 4mm
DocuSign Envelope ID: 61700B8E-B56F-4FBF-BFA2-BB9641572801
Standard Egencia Agreement US SME Egencia Confidential Page 5 of 10
DocuSign Envelope ID: 61700B8E-B56F-4FBF-BFA2-BB9641572801
1. Use of CorooLate Travel $Srvic .
1.1 Access to and use of the Services and Site. Egencia shall provide to the
Company access to and use of the Services and the Site in accordance with
this Agreement for the duration of the Term. The Company shall be liable for
all bookings made through the Services and/or the Site.
1.2 Travel Purchase and Payment. The Company appoints Egencia as its non-
exclusive travel agent of record for business travel to enable Egencia to provide
the Services pursuant to this Agreement. Each Traveler's use of, and all
bookings made through, the Services and the Site are subject to this Agreement
as well as the terms and conditions of any travel supplier. The Company is
responsible for payment of the cost of travel (including associated taxes and tax
recovery charges) booked pursuant to this Agreement and the applicable fees
as set forth in Exhibit A (Fees).
au� M
a) Egencia shall not be responsible for results of the SF Service which
Wt .116., of
b) Eligible Bookings, The SF Service applies to bookings made after
the start of the SF Service
I. Air: The SF Service applies on all scheduled airlines excluding low-
cost carriers and new distribution capability with airlines and applies to all
fare types: corporate fares, Egencia Preferred Rates, and published fares,
excluding specialty fares such as Groups, Meetings & Events, Charter,
Rewards, Consolidator, Seaman, Missionary, Resident, and Islander.
ii. Hotel: The SF Service applies to hotel bookings for Expeclia Collect
rates, Hotel Collect rates, and Egencia Preferred rates only, excluding
partially or non-refundable rates and excluding Meetings & Events bookings.
"Expedia Collect" rates, "Hotel Collect" rates, and "Egencia Preferred" rates
are special rates negotiated between an Expeclia Group entity or Egencia and
hotels. The SF Service will apply to GDS hotel rates and Company negotiated
hotel rates if the SF Services are expanded to cover these hotel rates
i. The SF Service applies to all air bookings until the time of check -in
48 hours before check -in. Egencia will monitor eligible air bookings and
rebook if the price of an air booking plus any associated cancellation or
and Egencia will monitor eligible hotel bookings and will automatically
rebook if a hotel booking is least Ten US Dollars lower than the hotel
booking initially made by the Traveler (respectively, the "Optimized
2 V1 19 1,1%"g �nn&as-v �1 4
is assessed. Only one (1) Optimized Booking will be allowed per initial
booking.
ii. Egencia will maintain the same or better restrictions and penalties
for change or cancellation in the Optimized Booking as the one initially
booke bvTravele r. F r ir I kin ai3O seats o i
7si 11NINIMMIN11 loll
—1-3-r—eip-
2ny Optimized Booking and of the related saving.
d) Ca ncellations/Modifications. The Savings Finder Fee for Air is non-
refundable once the booking is charged. The Savings Finder Fee for Hotel is
non-refundable once Traveler's hotel stay begins. Any penalties imposed by
a travel supplierfor cancellation or modification of an Optimized Booking will
continue to be borne by Company. When applicable, Egencia will also charge
a change/cancellation handling fee for additional modification to ar,
Optimized Booking.
2. IPR Owners
foregoing obligations shall not apply to any (I) information that becomes
generally publicly available through no fault of the receiving party;
CVC1#XCV Wr dC#, I UrCU 11';' Me FeLelfirlt, tdFLJ'; Tr k1w) 01SEN51re", HILH dr�_
41AIJ2_1"bamillfim&kOJIL41 I —
possiAle, MOTIT-J��#ISC105irig Pdrty UT In -oil 1, oil ill
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may use the data and information received or obtained hereunder to
wo 0 Am` 0m,
be considered Confidential Information.
property rights (including, without limitation, all copyrights, patents,
and all versions of the Site.
2.3 Trademarks. The party disclosing its lawfully owned trademarks
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access the Site. If the Receivine Partv elects to use such icons or loeos (for
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WICI ligift U1 111Lt:1ebL 111 d[IU LU We -
upon anytermination orexpiration of this Agreement.
3. Representations and Wirran
IN -'N"W .ORN111
of this Agreement has been duly authorized; (ill) it shall comply with all
applicable laws in the performance of this Agreement; and (iv) its
Vill. arelld difil
ill, 6 NO 100 All-iii
rights of any third parties.
3.3 Disclaimer of Warranties. Except as expressly warranted herein a
except to the extent prohibited by law, Egencia disclaims al I tJJ
AUATSF, q
F11,11-mirin6eme
, _1
for the consequences of any interruptions or errors.
4. Limitation of figbilL ,ty.
Standard Egencia Agreement US SME Egencia Confidential Page 6 of 10
ar a; rr- i . II. :
4.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR ITS
AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY
DAMAGES OR LOSS OF PROFITS, OPPORTUNITIES, REVENUES OR GOODWILL
OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER
ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF SUCH PARTY SHALL
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR
CLAIMS ARISING UNDER CLAUSE 5 AND PAYMENTS DUE HEREUNDER FOR
SERVICES, IN NO EVENT SHALL THE AGGREGATE LIABILITY UNDER THIS
AGREEMENT OF EITHER PARTY AND ITS AFFILIATES EXCEED IN TOTAL AN
AMOUNT EQUAL TO THE TRANSACTION FEES PAID TO EGENCIA UNDER THIS
AGREEMENT DURING THE ONE (1) YEAR PERIOD PRIOR TO THE EVENT
GIVING RISE TO THE FIRST CLAIM.
4.2 Third party exclusions. EGENCIA SHALL NOT BE RESPONSIBLE FOR (A)
ANY ACTS, OMISSIONS, LOSSES, INJURIES, DEATHS, PROPERTY DAMAGE,
ACCIDENTS, DELAYS, NON-PERFORMANCE OR ANY OTHER CLAIMS ARISING
FROM OR RELATED TO (I) ANY THIRD -PARTY ONLINE BOOKING TOOL OR
SOFTWARE, OR (II) THE NEGLECT, DEFAULTS, BANKRUPTCIES OR ANY OTHER
ACTIONS OF TRAVEL SUPPLIERS INCLUDING, WITHOUT LIMITATION, THE
FAILURE OF ANY TRAVEL SUPPLIER TO HONOR ANY TRAVEL PURCHASED
HEREUNDER, AND (B) ANY CLAIMS, ACTIONS, DEMANDS, DAMAGES,
AMOUNTS, JUDGMENTS, SETTLEMENTS OR LOSSES ARISING OUT OF ANY
AGREEMENT BETWEEN THE COMPANY AND ANY TRAVEL SUPPLIER.
Each party (as "Indemnifying Party") hereby agrees to indemnify, defend,
and hold harmless the other party and its affiliates and their respective
agents (as "Indemnified Party") against any claims, actions or demands by a
third party ("IPR Claims") and all related liabilities, losses, damages,
judgments, settlements, costs, and expenses (including reasonable
attorneys' or other professionals' fees) that arise out of or are based on any
claim that the Indemnified Party's use of any data, materials or other items
provided by the Indemnifying Party under this Agreement infringes or
misappropriates any patent, copyright, trademark, trade secret or other
intellectual property right of a third party. The Indemnified Party shall
provide the Indemnifying Party prompt notice in writing of any such IPR
Claims under this clause and provide the Indemnifying Party with reasonable
information and assistance, at the Indemnifying Party's expense, to help the
Indemnifying Party to defend such IPR Claims.
6.TerminatiomTem araryStmnension.
6.1 Termination for Cause. Either party may terminate this Agreement upon
written notice if the other party: (i) materially breaches this Agreement and
such breach is incapable of remedy (which, for avoidance of doubt and not
by way of limitation, shall include a breach of clause 9.2 (Sanctions)); (ii)
materially breaches this Agreement and if such breach is capable of remedy,
fails to remedy such breach within thirty (30) days after receiving written
notice of such breach from the non -breaching party; or (iii) is subject to a
voluntary or involuntary bankruptcy or insolvency proceeding, is declared
insolvent, is unable to pay its debts as they fall due, or has a receiver
appointed over the whole or part of such party's business.
6.2 Temporary Suspension Egencia may temporarily suspend the provision
of any Services where: (i) Company has failed to make a payment due and
payable hereunder within 30 days following receipt of written notice of
nonpayment; or (ii) Egencia reasonably suspects fraudulent activity and/or
bookings. Egencia shall recommence the provision of Services once it has
received such outstanding payment or resolved the suspected fraudulent
activity and/or bookings (as applicable).
"Controller", "Personal Data", "Personal Data
Breach" "process/processing", "Processor', "Supervisory Authority" and
"appropriate technical and organisational measures" (or reasonably
equivalent terms) shall have the meaning ascribed to them in the Applicable
Data Protection Law(s).
"Applicable Data Protection Laws" means all privacy and data protection
laws to which a party is subject in any relevant jurisdiction including, where
applicable, EU Data Protection Law. "EU Data Protection Law" means all
Applicable Data Protection Laws in the European Territories applicable to the
Personal Data including, where applicable: (i) Regulation 2016/679 (the
"GDPR"); (ii) national laws implementing the EU e-Privacy Directive
2002/58/EC; Oil) UK's Data Protection Act 2018; (iv) any applicable national
data protection laws made under or pursuant to (i) or (ii) in any European
Territory; and (v) any amendments or supplementary or associated or
successor legislation totheforegoing, each as updated, amended or replaced
from time to time.
"EEA Data" means Personal Data to which GDPR applies.
"European Territories" means collectively (i) the European Economic Area
("EEA"), namely the European Union ("EU") Member States and Iceland,
Lichtenstein and Norway, (ii) the United Kingdom ("UK"), and (iii)
Switzerland.
"SIG Lite" means the Egencia's most recent "Lite" version of the Shared
Assessments Standardized Information Gathering (SIG) Questionnaire.
"Traveler Data" means Personal Data relating to the Company's employees
(and other Travelers) that is processed on Egencia's (or Egencia's processors')
systems for the purposes of configuring and/or providing the Services.
7.2.1 Relationship of the Parties. Each of Egencia and the Company will
collect and process Traveler Data to fulfil its respective rights and obligations
under this Agreement, as well as under all applicable laws. As such, Egencia
and the Company will each:
a) process Traveler Data as an independent and autonomous
Controller;
b) comply with all Applicable Data Protection Laws when
processing Traveler Data; and
c) ensure that it has legitimate grounds under Applicable Data
Protection Laws for its processing of Traveler Data.
7.2.2 Permitted Purposes. Notwithstanding that it is a Controller
of Traveler Data, Egencia shall process Traveler Data only for the following
purposes (together the "Permitted Purposes"): (i) providing and
improving the Services; (ii) creating aggregated and anonymised reports for
analytics, business intelligence and business reporting; (iii) fraud prevention;
(iv) responding to law enforcement requests; (v) facilitating business asset
transactions (which may extend to any mergers, acquisitions or asset sales);
and (vi) otherwise complying with our obligations under this Agreement, our
privacy policy and applicable laws.
7.2.3 Egencia will not divulge Traveler Data to any person, except in
connection with a Permitted Purpose.
7.2.4 Security and breach notification. Both Parties shall
a) implement and maintain all appropriate technical and
organisational measures to protect Traveler Data they each
process from and against a Personal Data Breach; and
b) in the event of a confirmed Personal Data Breach (attributable to
that party or that party's processors), promptly notify the other
party if such Personal Data Breach:
(i) affects Traveler Data relating to the Company's
employees; and
(ii) materially impacts the provision of the Services or is
required to be notified to the relevant Supervisory
Authority in accordance with Applicable Data
Protection Laws.
Standard Egencia Agreement US SME Egencia Confidential Page 7 of 10
#f the Personal Data Breach and the reasonable costs of such cnjW-rannn
shall be borne by the Party that suffered the Personal Data Breach.
7.2.5 Appointment of Processors.
T Egencia en&ages a
Provider is eiLlier:
processor ofthe Company or of a third party,
to the requirements set out in paragraph (a) above.
Egencia's protection of Traveler Data:
successor or equivalents) for its data centre providers.
is Egencia will share its current SIG Lite with Company, provided that
Egencia shall not be required to disclose information that it reasonably
considers confidential to Egencia's business.
7.2.7 Transfers of European Personal Data:
In order to enable the efficient and effective delivery of its Services, Egencia
may from time to time transfer and process Traveler Data that is EEA
Data from the European Territories to outside of European Territories. Such
transfer shall be permitted only where:
a) the transfer is made pursuant to a derogation under Article 49 of the
GDPR, including that the transfer is necessary for the conclusion or
performance of a contract in the interest of the Traveler (for example, to
book travel or accommodation through a Travel Supplier or Other Provider
outside the European Territories); or
b) Egencia has done all such acts and things as are necessary to ensure
that any EEA Data transferred outside of the European Territories (whether
to an Egencia group company, a Processor, or otherwise) will remain
adequately protected in accordance with the requirements of Applicable
Data Protection Laws. The Company acknowledges that Egencia may ensure
such adequate protection by executing the relevant European Commission's
Standard Contractual Clauses or such other approved safeguard as it deems
appropriate for the transfer in question.
c) Egencia shall implement appropriate technical, contractual and
organisational supplementary measures, taking into account the nature of
the processing and potential impact on the data subjects concerned. These
include:
Encryption in transit of all personal data;
Encryption at rest of all sensitive personal data;
iii. Providing transparency to Company in relation to any request for
Traveler Data we have received from government bodies in
relation to surveillance activity, where legally permitted to do so;
iv. In the event that Egencia receives a US government demand for
access to Traveler Data, Egencia shall challenge such demand to
the extent, in the reasonable opinion of Egencia, that such
demand conflicts with Egencia's obligations underthe GDPR; and
14
shall in each case be paid by the Company to Egencia. "Taxes." means
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any kind. "Governmental Authority" means any federal, provincial, region%
municipal or local government or authority, or other political subdivisi
thereof, and any person, board, commission or department, exercisi
i Lato rV_n LatorV n AatorV n LatorV n AatorV n executive, le -LMmLn1-q-W1vP fi i LMmLn1-q-W1v--fo r -LMn1Ln1-q-W1v--fo r LMn1Ln1-q-W1v--fo r -LMn1Ln1-q-W1v--fo r
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pertaining to, government or having jurisdiction in the releva
applicable law. If the Company is required to make such a deduction or
the amounts that Egencia would have received had no deduction or
withholding been required.
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Corruption Laws") adopted by countries where services are blei
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payments or to perform any act in violation of the Laws.
vlp�- M11
a) Each party warrants and represents that it is not and it shall no!
become incorporated in or resident in a country, or listed as a
"Specially Designated National," a "Specially Designated Global
Terrorist," a "Blocked Person," or similar designation under the
economic or trade sanctions imposed by the U.S. Treasury
Department's Office of Foreign Assets Control (OFAC), the United
Nations Security Council, the European Union and her Majesty's
Treasury (the "Economic Sanctionsand any relevant individual
being a "Restricted Person").
b) The Company and its Travelers shall not act in such a way so as to
bring Egencia into breach of any Economic Sanctions (including
marketing to Restricted Persons). Egencia reserve the right to
cancel any booking by a Traveler which Egencia has reason to
believe may be, or Egencia is unable to confidently ascertain is
not ' in breach of Economic Sanctions ("Sanctioned Booking").
Egencia shall not seek monies for any Sanctioned Booking. Any
monies received by Egencia for Sanctioned Bookings shall not be
returnable to the Company or the Traveler.
c) The Company shall immediately notify Egencia in the event of any
breach of this clause. The Company warrants that the Company
shall be liable for any act made by the Company that would
otherwise threaten to bring Egencia into breach of any Economic
Sanctions.
9.3 EU Directive on Package Travel and Linked Travel Arrangements. The
provisions under the Directive on Package Travel and Linked Travel
Arrangements (EU 2015/2302) as amended and as implemented in
applicable law shall not apply to the Services provided under this Agreement.
V. Ensuring that we have documented internal policies governing
this process. 10. Miscellaneous.
Standard Egencia Agreement US SME Egencia Confidential
10.1 Force Majeure. if the performance of any obligation hereunder (except
for payment due hereunder) by either party is prevented, restricted or
interfered with by any force majeure event or any other act or condition
beyond its reasonable control, such party shall be excused from such
performance, to the extent of such prevention, restriction or interference.
10.ZAssignment. Neither party mayassign or transfer this Agreement, orany
portion thereof, to any third party unless the other party expressly consents
to such assignment or transfer in writing; provided, however, that either
party may assign ortransferthis Agreementto a successor in connection with
its merger or the sale of all or substantially all of its assets or stock or to an
affiliate. This Agreement shall inure to the benefit of and be binding upon
the parties, their successors, administrators, heirs, and permitted assigns.
10.3 Waiver. No waiver of any term, condition or obligation of this
Agreement shall be valid unless made in writing and signed by the party to
which such performance is due. No failure or delay by either party at any
time to enforce one or more of the terms, conditions or obligations of this
Agreement shall (I) constitute waiver of such term, condition or obligation,
(ii) preclude such party from requiring performance by the other party at any
later time, or (III) be deemed to be a waiver of any other subsequent term,
condition or obligation, whether of like or different nature.
10.4 Entire Agreement; Severability. This Agreement, together with all
Exhibits and any other documents incorporated by reference, constitutes the
entire agreement between the parties and supersedes and excludes all prior
and contemporaneous agreements, understandings and
communications. Each party acknowledges that in entering into this
agreement it has not relied on any statement, representation, warranty or
understanding other than those expressly set out in this Agreement, except
in the case of fraud. No modification of this Agreement shall be binding on
either party without its prior written approval. If any provision of this
Agreement is held to be invalid or unenforceable to any extent, then the
remainder of this Agreement shall have full force and effect and such
provision shall be interpreted, construed or reformed to the extent
with the original intent underlying such provision.
11n.5 Disoutes
in the resolution of any such issues or disputes.
10.6 Notices. All formal notices shall be sent by a nationally recognized
NONE=
r6c46nize4 ty6might air-gtYrier, ar (ii) if �y ex�resstr registerei AkAl, tXree
and requests required to be sent to Egencia hereunder shall be sent to
CorpTraveI@customercare.expedia.com.
expiration • termination of this Agreement.
10.8 Contract Execution. This Agreement may be signed in duplicate
T AM "Ilwva "'. iii i ill
I rel-d-5m6TC
any iriginal sig6aty"Am&wftte�, - �xt*tX�e*te- 't?X �iseffec�tive
as if the original was sent to the other party.
10.9 Governing Law; Venue. This Agreement shall •' construed and
-Liflth-fite'g i 114WAAZ
consents to exclusive jurisdiction ♦ the courts sitting in King County,
Washington.
Standard Egencia Agreement US SME Egencia Confidential Page 9 of 10
oocuSiQnEnvelope ID: 61s72e01
This Corporate Travel Services Agreement ("4greememt'), iseffective asofthe last date signed below ("EffeotiweDate')and is
enteredintobyandbetweentheOtyofYaWmaPoUceDepartment,e(n)Washingtunmunicipa|corpomNnn("Company'),whh
anaddress of2OO53mStreet, Yakima, WA, 98901, United States and Egencia LLC, a Nevada limited liability company ("IlEgencia"),
with anaddress of666Third Avenue, 41hFloor, New York mYlQD17. The Company and Egenciahereby agree asfollows:
l. Lorporate Travel Services. Egencia sheUprwideonrperatetrave|semice*asagforthinthisAQreemert("Serviue(s))"tu
designated Company employees or other persons permitted by the Company to use the Services ("Traveler(s)").
_
Travel Booking Services.
2.1. Online Booking. Egencia shall setup and enable Company to have an online booking too[ which enables Travelers to
book Services online (^Site^).
3. Travel In addition to booking Services, Egencia shall provide travel management services including
for example access toprofile management, Traveler tracking and standard analytics studio reports, 3rd party Integrations
("3rd Party Integrations") if applicable, implementation and account management services as described in this Section
(^Trave|Management Sendces").
4. Travel Consultant Assisted Booking. Egencia shall make travel consultants available to Company to assist in booking
Services.
4.1. implementation
4.I.A.Program. EgenciashaUbeginprovdingSewicesfo|lomingcomp|etionoftheimpementatiunpmgramdeschbed
below on a date to be agreed between the parties ("Launch Date"). Egencia shall not be responsible for a failure
to meet the Launch Date to the extent that the failure is due to Company delays. The implementation program is
designed toset upand deliver the Site.
4.1.13. Deliverables. Egendashall deliver 1oCompany
(i) a project plan to include setup steps and a remote video conference kick-off session;
(ii) a configured Site, with Traveler profiles loaded online; as well as Company's negotiated hotel, rail, and car
third -party contracts linked tothe Site;
(iii) online training tutorials (including use of the Site); communications which Company can leverage in
announcing the transition to Egencia; and two (2) remote video conference training sessions; and
(iv)post-launch support for one (1)month following the Launch Date.
4.2. Account Maqg&gm_ent
Egencia shall make available to Company with account support during regular business hours for non -travel -booking
assistance.
5. Pricin Z Aqd Payment terms, Egencia will charge and Company will pay the fees and charges set forth in Exhibit A. Fees and
charges are in addition to any other costs of travel, which are the responsibility of Company, Costs of travel include, ticket
fees, surcharges, govern ment-i m posed charges, supply system fees, and fees imposed by airlines.
6. Savings Finder`
Where available and applicable, Egendawill provide aprice monitoring service ("the SFSenvice") and Company will pay the
associated fees and charges set forth inExhibit 4.
7. travel consultant international rate desk transaction fee shall be charged for each complex
international itinerary that an Egencia travel consultant sends to the Complex International Rate Desk (IRD") for review.
Egencia shall determine if an itinerary is a complex international itinerary that warrants IRD review. Complex international
itineraries include, but are not limited to, mu Iti-cl esti nation itineraries or itineraries with five (5) or more segments. Simple
international itineraries that do not warrant Complex IRD review include, but are not limited to, point-to-point international
travel, travel within North America, travel within Europe with four (4) segments or less, or itineraries that can be booked on
the Site.
8. Estimated Travel Spend. Company estimates that it shall spend 3O5,00U(U5D)inair, hotel, rail and car bookings annually
("Estimated Travel Spend") during the Term.
Standard cgenmaAgreement usSms sgenuaconndentia/ Page ofm
jovell Information. Company shall provide Egencia with information to facilitate the performance of the Agreement. Suc
information includes Traveler names, addresses, frequent flier numbers, traveler itineraries, and credit card information
("Travel Information"). Company will obtain all legally required consents prior to providing any individual's Travel
Information to Egencia. Company will update Travel information promptly. I
(0. Term. The term of this Agreement shall be three (3) years from the Effective Date. The term shall be renewed thereafter F
successive period(s) of one (1) year unless termination notice is given by either party at least thirty (30) days prior to the e
of the then current term (initial term plus renewal terms equals the "Term"'). In addition, at any time during the Term eithl,
Standard Egencia Agreement US SME Egencla Confidential Page 2 of 10
DocuSlgn Envelope ID: 6170OB8E-B56F-4FBF-BFA2-BB9841572801
EGENC1071*@" N limited liability company
556��
E
Tammy Schneider
Name:
VP, Account Management
Title:
March 1, 2023
Date:
City of Yakima
By:
Name: Bob _Harrison
Title: City Manager_
itandard Egencia Agreement US SIVIE Egencia Confidential Page 3 of 10
DocuSign Envelope ID: 6170OB8E-B56F-4FBF-BFA2-BB9641572801
1.1. Per Trip Pricing. Egendawill charge and Company will pay astandard booking fee per Traveler per trip asset forth in
Tab|e1. Atrip comprises the following characteristics:
1.1i travel bookings (whether online or travel consultant assisted) including air, hotel, rail, car, ground transportation
and ancillary services when available as well as all related exchanges, modifications or cancellations;
1.1ji. any combination ofupto 6 bookings made to effect a single corporate business trip; and
1.1.iii.trip ends when the Traveler has returned to point of origin or for a hotel -only booking on the day of checkout
Egenciaresemes the right tomonitor Trips ooensure the six bookings limit isproperly applied and billing ismade accordingly.
1.2. Special Request Fees. Company shall pay aSpecial request fee per request per Traveler set forth inTable 1when
Company or Traveler requests a travel consultant to take an action on a booking outside the Site which requires contact
with external travel suppliers ('Specia|Request Fee').
1.3. Platform Services Fee. The Platform Services fee is payable by Company as set forth in Table 1.
1.4. Value-added Services Fees. Company may request the value-added services ('Value-added Services') set forth in Table
l. Egencia will charge and Company will pay for any such Value-added Services.
1.5. Other Costs of Travel. Fees are in addition to any other costs of travel, which are the responsibility of Company. Costs
of travel include, but are not limited to, ticket fees, surcharges, govern ment-i m posed charges, supply system fees, and
fees imposed byairlines.
2. Pgyment Terms
2.1. Company shall pay all fees and costs using any personal or Company -provided individual or centralized credit card.
2.2. Platform Services Fee shall be paid on a yearly basis within 30 days after the Effective Date and on each anniversary of
the Effective Date.
23. EBendaresemes the right toadjust the fees outlined inthis Exhibit toreflect changes and updates to the Services orin
the travel Industry or increases in costs relating to use of a Global Distribution System or a New Distribution Capability.
Egencia shall provide Company with sixty (60) days' written notice prior to any change in fees.
2.4. Egenciareermes the right toincrease the fees tureflect changes inthe cost ofperforming the Services. Egencia shall
provide Company with sixty (60) days' written notice prior to any change in fees.
2.5.Company shall pay interest unall past due amounts at the rate equal to the lower of one percent(1%) per month
(twelve percent (l2%)per annum)orthe highest rate permitted bylaw.
2.5. Hotel property assessed penalties may apply for Expediarate hotels ifcancelled outside ofthe hotel cancellation
window.
2.7. Company must have a 5outhwestSVVA0I account number in order to receive full Southwest content on the E0enda
Standard sgenuaAgreement UnSMs sgemuaconnuentia| Page 4oruo
DocuSign Envelope ID: 61700B8E-B56F-4FBF-BFA2-BB9641572801
TABLE 1. PER TRIP, PLATFORM SERVICES FEES (LISD)
Standard Egencia Agreement US SME Egencia Confidential Page 5 of 10
1. Us.e.,Iofl Corporate Travel Service.
Lvid q I I I
C*mA,?.Ay 2ccess-ti ?AV. Yse *f tXe Se; -.,ices ?A1 tXe Site !A 2ccjr4.2ACe witX
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211 bookings made through the Services and/or the Site.
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the Services ursuant to this A reement. Each Travelers use of and all
h rms and conditions of#nj,,t 1 guWller. The Comi3anv--Li
t*l lip I
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as set forth in Exhibit A (Fees).
03� M
a) Egencla shall not be responsible for results of the SF Service which
are highly dependent on external factors such as airlines' yield management
policies, airfare volatility, airline -imposed ticketing deadlines, hotel yield
management policies, rate volatility, room availability, connectivity,
cancellation policies, Traveler booking choices and Company travel policy.
b) Eligible Bookings. The SF Service applies to bookings made after
the start of the SF Service
I. Air: The SF Service applies on all scheduled airlines excluding low-
cost carriers and new distribution capability with airlines and applies to all
fare types: corporate fares, Egencla Preferred Rates, and published fares,
excluding specialty fares such as Groups, Meetings & Events, Charter,
Rewards, Consolidator, Seaman, Missionary, Resident, and Islander.
ii. Hotel: The SF Service applies to hotel bookings for Expecia Collect
rates, Hotel Collect rates, and Egencia Preferred rates only, excluding
-AIZA-4,14 1,x-�
"Expedia Collect" rates, "Hotel Collect" rates, and "Egencia Preferred" rates
hotels. The SF Service will apply to GDS hotel rates and Company negotiated
hotel rates ifthe SIF Services are expanded to cover these hotel rates
Description of the SF Service
I. The SF Service applies to all air bookings until the time of check -in
48 hours before check -in. Egencia will monitor eligible air bookings and
rebook if the price of an air booking plus any associated cancellation or
and Egencia will monitor eligible hotel bookings and will automatically
rebook if a hotel booking is least Ten US Dollars lower than the hotel
booking initially made by the Traveler (respectively, the "Optimized
is assessed. Only one (1) Optimized Booking will be allowed per initial
booking.
ii. Egencia will maintain the same or better restrictions and penalties
for change or cancellation in the Optimized Booking as the one initially
booked b Traveler. For air bookin s, ancilla services, such as wid seats or
LF we rlltel d[Lef ENC 11111.1di AVIR.W6 Trill A
any Optimized Booking and of the related saving.
cl) Cancellations/Modifications. The Savings Finder Fee for Air is non-
refijrda�tce Vile boolchilz is cWarge
iit#a-iv.\UVJ�eia olica e etclauji ?sor. arg-
a change/cancellation handling fee for additional modification to an
Optimized Booking.
and know-how transmitted to such party that the disclosing party h
a.......... I . .
the circumstances surrounding the disclosure, ought In good faith to
generally publicly available through no fault of the receiving par
ri,tiprtinis: • derie den
possible, notify the disclosing party of the obligation and cooperate w
may use the data and information received or obtained hereunder
__1_1101114610W-411107- WWI f.".0 F�Rjrig �Plpwllr
be considered Confidential Information.
property rights (including, without limitation, all copyrights, patents,
W-2f,
and all versions of the Site.
2.3 Trademarks. The is disclosing its lawfully owned trademarks
access the Site. If the Receiving Part elects to use such ic
upon anytermination or expiration of this Agreement.
3.
of this Agreement has been duty authorized; (Ili) it shall comply with all
applicable laws in the performance of this Agreement; and (iv) its
b•und.
rights of any third parties.
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merchantabilitM, fitness for a i.rticular♦urjose non-inWfrineementgrtit
t�e Site sWall be u14terrutted or erroLf[ae_ajjLEggjcia s�all jot We lia
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Standard Egencia Agreement US SME Egencia Confidential Page 6 of 10
4.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR ITS
AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY
DAMAGES OR LOSS OF PROFITS, OPPORTUNITIES, REVENUES OR GOODWILL
OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER
ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF SUCH PARTY SHALL
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR
CLAIMS ARISING UNDER CLAUSE 5 AND PAYMENTS DUE HEREUNDER FOR
SERVICES, IN NO EVENT SHALL THE AGGREGATE LIABILITY UNDER THIS
AGREEMENT OF EITHER PARTY AND ITS AFFILIATES EXCEED IN TOTAL AN
AMOUNT EQUAL TO THE TRANSACTION FEES PAID TO EGENCIA UNDER THIS
AGREEMENT DURING THE ONE (1) YEAR PERIOD PRIOR TO THE EVENT
GIVING RISE TO THE FIRST CLAIM.
4.2 Third party exclusions. EGENCIA SHALL NOT BE RESPONSIBLE FOR (A)
ANY ACTS, OMISSIONS, LOSSES, INJURIES, DEATHS, PROPERTY DAMAGE,
ACCIDENTS, DELAYS, NON-PERFORMANCE OR ANY OTHER CLAIMS ARISING
FROM OR RELATED TO (1) ANY THIRD -PARTY ONLINE BOOKING TOOL OR
SOFTWARE, OR (11) THE NEGLECT, DEFAULTS, BANKRUPTCIES OR ANY OTHER
ACTIONS OF TRAVEL SUPPLIERS INCLUDING, WITHOUT LIMITATION, THE
FAILURE OF ANY TRAVEL SUPPLIER TO HONOR ANY TRAVEL PURCHASED
HEREUNDER, AND (B) ANY CLAIMS, ACTIONS, DEMANDS, DAMAGES,
AMOUNTS, JUDGMENTS, SETTLEMENTS OR LOSSES ARISING OUT OF ANY
AGREEMENT BETWEEN THE COMPANY AND ANY TRAVEL SUPPLIER.
Each party (as "Indemnifying Party") hereby agrees to indemnify, defend,
and hold harmless the other party and its affiliates and their respective
agents (as "Indemnified Party") against any claims, actions or demands by a
third party ("IPR Claims") and all related liabilities, losses, damages,
judgments, settlements, costs, and expenses (including reasonable
attorneys' or other professionals' fees) that arise out of or are based on any
claim that the Indemnified Party's use of any data, materials or other items
provided by the Indemnifying Party under this Agreement infringes or
misappropriates any patent, copyright, trademark, trade secret or other
intellectual property right of a third party. The Indemnified Party shall
provide the Indemnifying Party prompt notice in writing of any such IPR
Claims under this clause and provide the Indemnifying Party with reasonable
information and assistance, at the Indemnifying Party's expense, to help the
Indemnifying Party to defend such IPR Claims.
6. Terminationt Temporary SusRSnJ$on.
6.1 Termination for Cause. Either party may terminate this Agreement upon
written notice if the other party: (i) materially breaches this Agreement and
such breach is incapable of remedy (which, for avoidance of doubt and not
by way of limitation, shall include a breach of clause 9.2 (Sanctions)); (ii)
materially breaches this Agreement and if such breach is capable of remedy,
fails to remedy such breach within thirty (30) days after receiving written
notice of such breach from the non -breaching party; or (iii) is subject to a
voluntary or involuntary bankruptcy or insolvency proceeding, is declared
insolvent, is unable to pay its debts as they fall due, or has a receiver
appointed over the whole or part of such party's business.
6.2 Temporary Suspension Egencia may temporarily suspend the provision
of any Services where: (I) Company has failed to make a payment due and
payable hereunder within 30 days following receipt of written notice of
nonpayment; or (ii) Egencia reasonably suspects fraudulent activity and/or
bookings. Egencia shall recommence the provision of Services once it has
received such outstanding payment or resolved the suspected fraudulent
activity and/or bookings (as applicable).
"Controller", "Personal Data", "Personal Data
Breach" "process/processing", "Processor", "Supervisory Authority" and
"appropriate technical and organisational measures" (or reasonably
equivalent terms) shall have the meaning ascribed to them in the Applicable
Data Protection Law(s).
"Applicable Data Protection Laws" means all privacy and data protection
laws to which a party is subject in any relevant jurisdiction including, where
applicable, EU Data Protection Law. "EU Data Protection Law" means all
Applicable Data Protection Laws in the European Territories applicable to the
Personal Data including, where applicable: (i) Regulation 2016/679 (the
"GDPR"); (ii) national laws implementing the EU e-Privacy Directive
2002/58/EC; (iii) UK's Data Protection Act 2018; (iv) any applicable national
data protection laws made under or pursuant to (i) or (!I) in any European
Territory; and (v) any amendments or supplementary or associated or
successor legislation to the foregoing, each as updated, amended or replaced
from time to time.
"EEA Data" means Personal Data to which GDPR applies.
"European Territories" means collectively (1) the European Economic Area
("EEA"), namely the European Union ("EU") Member States and Iceland,
Lichtenstein and Norway, (I!) the United Kingdom ("UK"), and (111)
Switzerland.
"SIG Lite" means the Egencia's most recent "Lite" version of the Shared
Assessments Standardized Information Gathering (SIG) Questionnaire.
"Traveler Data" means Personal Data relating to the Company's employees
(and other Travelers) that is processed on Egencia's (or Egencia's processors')
systems for the purposes of configuring and/or providing the Services.
7.2 Data Processing.
7.2.1 Relationship of the Parties. Each of Egencia and the Company will
collect and process Traveler Data to fulfil its respective rights and obligations
under this Agreement, as well as under all applicable laws. As such, Egencla
and the Company will each:
a) process Traveler Data as an independent and autonomous
Controller;
b) comply with all Applicable Data Protection Laws when
processing Traveler Data; and
C) ensure that it has legitimate grounds under Applicable Data
Protection Laws for its processing of Traveler Data.
7.2.2 Permitted Purposes. Notwithstanding that it is a Controller
of Traveler Data, Egencia shall process Traveler Data only for the following
purposes (together the "Permitted Purposes"): (i) providing and
improving the Services; (ii) creating aggregated and anonymised reports for
analytics, business intelligence and business reporting; (iii) fraud prevention;
(iv) responding to law enforcement requests; (v) facilitating business asset
transactions (which may extend to any mergers, acquisitions or asset sales);
and (vi) otherwise complying with our obligations underthis Agreement, our
privacy policy and applicable laws.
7.2.3 Egencia will not divulge Traveler Data to any person, except in
connection with a Permitted Purpose.
7.2.4 Security and breach notification. Both Parties shall:
a) implement and maintain all appropriate technical and
organisational measures to protect Traveler Data they each
process from and against a Personal Data Breach; and
b) in the event of a confirmed Personal Data Breach (attributable to
that party or that party's processors), promptly notify the other
party if such Personal Data Breach:
(i) affects Traveler Data relating to the Company's
employees; and
(ii) materially impacts the provision of the Services or is
required to be notified to the relevant Supervisory
Authority in accordance with Applicable Data
Protection Laws.
Standard Egencia Agreement US SME Egencia Confidential Page 7 of 10
In such event, the Parties agree to cooperate remedy or mitigate the effects
of the Personal Data Breach, and the reasonable costs of such cooperation
shall be borne by the Party that suffered the Personal Data Breach.
7.2.5 Appointment of Processors.
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includin I n articular. where GDPR ai) lies, Article 28 of the GDPR. bl The
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Provider is either:
(I) an autonomous Controller; or
(H) a processor of the Company or of a third party,
then the engagement of that Travel Supplier or Other Provider is not subject
to the requirements set out in paragraph (a) above.
7.2.6 Audits.
Upon written request and not more than once a year, Egencia shall provide
the Company with the following information to assist the Company to audit
Egencia's protection of Traveler Data:
(a) a copy of it most recent (I) PCI DSS Attestation of Compliance; and (!I)
details of Egencia's alignmentwith SSAE 18 or IS027001 (or industry standard
successor or equivalents) for its data centre providers.
(b) Egencia will share its current SIG Lite with Company, provided that
Egencia shall not be required to disclose information that it reasonably
considers confidential to Egencia's business.
7.2.7 Transfers of European Personal Data:
11111W, Wififfilwo
a) the transfer is made pursuant to a derogation under Article 49 of the
GDPR, including that the transfer is necessary for the conclusion or
performance of a contract in the interest of the Traveler (for example, to
book travel or accommodation through a Travel Supplier or Other Provider
outside the European Territories); or
b) Egencia has done all such acts and things as are necessary to ensure
that any EEA Data transferred outside of the European Territories (whether
to an Egencia group company, a Processor, or otherwise) will remain
adequately protected in accordance with the requirements of Applicable
Data Protection Laws. The Company acknowledges that Egencia may ensure
such adequate protection by executing the relevant European Commission's
Standard Contractual Clauses or such other approved safeguard as it deems
appropriate for the transfer in question.
c) Egencia shall implement appropriate technical, contractual and
organisational supplementary measures, taking into account the nature of
the processing and potential impact on the data subjects concerned. These
include:
L Encryption in transit off personal data;
IL Encryption at rest of all sensitive personal data;
Traveler Data we have received from government bodies in
.......... ......... . . .. f• It.. iAi ri..... •.
lv. In the event that Egencia receives a US government demand for
access to Traveler Data, Egencia shall challenge such demand to
the extent, in the reasonable opinion of Egencia, that such
demand conflicts with Egencia's obligations under the GDPR; and
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shall in each case be paid by the Company to Egencia. "Taxes" means the
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,$tr*';1HUdr,
f,iWem advi��#,r
thereof, and any person, board, commission or department, exercising
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or set-off I and exclusive of and without aw deduction for, or on account of, an
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applicable law. If the Company is required to make such a deduction •r
the amounts that Egencia would have received had no deduction or
withholding been required.
M=
9.1 Anti -corruption laws. In connection with this Agreement, the parties
hereto shall (I) comply with any applicable anti -corruption laws ("Anti -
Corruption Laws") adopted by countries where services are being
performed, which may include the provisions of the United States Foreign
Corrupt Practices Act of 1977, the UK Bribery Act, and any amendments
thereto, and (ii) not knowingly allow a third party to make any improper
payments or to perform any act in violation of the Laws.
a) Each •. warrants and e• that it is not and it shall not
become incorporated in or residentcountry, ♦' listed as a
"Specially Designated National," a "Specially Designated Global
Terrorist," a "Blocked Person," or similar designation under the
economic or trade sanctions imposed by the U.S. Treasury
Department's Office of Foreign Assets Control (OFAC), the United
Nations Security Council, the European Union and her Majesty's
Treasury (the "Economic Sanctions", and any relevant individual
being a "Restricted Person").
b) The Company and its Travelers shall not act in such a way so as to
bring Egencia into breach ♦ any Economic Sanctions (including
marketing to Restricted Persons). Egencia reserve the right to
cancel any booking by a Traveler which Egencia has reason to
believe may be, or Egencia is unable to confidently ascertain is
not, in breach of Economic Sanctions ("Sanctioned Booking").
Egencia shall not seek monies for any Sanctioned Booking. Any
monies received by Egencla for Sanctioned Bookings shall not be
returnable to the Company or the Traveler.
c) The Company shall immediately notify Egencia in the event of any
breach • this clause. The Company warrants that the Company
shall be liable for any act made by the Company that would
otherwise threaten to bring Egencia into breach • any Economic
Sanctions.
provisions under the Directive on Package Travel and Linked Travel
Arrangements (EU 2015/2302) as amended and as implemented in
V. Ensuring that we have documented internal policies governing
this process. 10. Miscellaneous.
Standard Egencia Agreement US SME Egencia Confidential
10.1 Force Majeure. If the performance of any obligation hereunder (except
for payment due hereunder) by either party is prevented, restricted or
interfered with by any force majeure event or any other act or condition
beyond its reasonable control, such party shall be excused from such
performance, to the extent of such prevention, restriction or interference.
10.2Assignment. Neither party may assign or transfer this Agreement, or any
portion thereof, to any third party unless the other party expressly consents
to such assignment or transfer in writing; provided, however, that either
party may assign ortransferthis Agreemeritto a successor in connection with
its merger or the sale of all or substantially all of its assets or stock or to an
affiliate. This Agreement shall inure to the benefit of and be binding upon
the parties, their successors, administrators, heirs, and permitted assigns.
10.3 Waiver. No waiver of any term, condition or obligation of this
Agreement shall be valid unless made in writing and signed by the party to
which such performance is due. No failure or delay by either party at any
time to enforce one or more of the terms, conditions or obligations of this
Agreement shall (i) constitute waiver of such term, condition or obligation,
(il) preclude such party from requiring performance by the other party at any
later time, or (III) be deemed to be a waiver of any other subsequent term,
condition or obligation, whether of like or different nature.
10.4 Entire Agreement; Severability. This Agreement, together with all
Exhibits and any other documents incorporated by reference, constitutesthe
entire agreement between the parties and supersedes and excludes all prior
and contemporaneous agreements, understandings and
communications. Each party acknowledges that in entering into this
agreement it has not relied on any statement, representation, warranty or
understanding other than those expressly set out in this Agreement, except
in the case of fraud. No modification of this Agreement shall be binding on
either party without its prior written approval. If any provision of this
Agreement is held to be invalid or unenforceable to any extent, then the
remainder of this Agreement shall have full force and effect and su
provision shall be interpreted, construed or refornried to the exte
&?jjvqi%'r,j"j 61
with the original intent underlying such provision.
10.5 Disputes. The parties shall promptly meet in good faith to attempt
agrees t* oimAly witX re2s*)A2�le rej;yests fir iAf,#)rxA?tiqx tt EssistEjeAl
in the resolution of any such issues or disputes.
10.6 Notices. All formal notices shall be sent by a nationally recogniz
reci6?iizei,tver?�igNt?.irc,tyrier,ir(ii)if�yexAre?rirregisteretAk2ii,t�Xrj*
(3) iYsiiness i?ys 2ker ieAtsit witX sucX--w?iI sexiice. Aifii 211 *@'tic
and requests required to be sent to Egencia hereunder shall be sent
CorpTravel@customercare.expedia.com.
expiration or termination of this Agreement.
10.8 Contract Execution. This Agreement may be signed in up ica
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as if the original was sent to the other party.
10.9 Governing Law; Venue. This Agreement shall be construed a
ciar-wille1 i if the State xf Wgii 2.ki em� PaXy fuxkl—
consents to exclusive jurisdiction by the courts sitting in King Coun
Washington. i
Standard Egencia Agreement US SME Egencla Confidential Page 9 of 10