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Date: 8/24/2015 Travel Management Service Agreement The purpose of this document is to serve as an agreement for travel management services provided by Gant Travel Ltd. (Gant). By accepting this agreement you are bound by the following terms and conditions. I. DESCRIPTION OF SERVICES: Gant will provide travel management services that include the below characteristics: 1. Accredited ARC/IATA appointments. 2. Lowest fare options including alternate airports and document declined fare savings in record for reporting. 3. Gant hours of normal operations are 7:30am – 6:00pm CST, Monday through Friday, excluding standard National holidays. Gant offers after-hours service via phone only outside of hours of normal operations. Gant travel will make the appropriate adjustments to the normal hours of operation based on your corporate headquarters time zone. 4. Method of booking: Gant will provide responsive service via phone and email during normal business hours. Gant will send an email confirmation of every itinerary. Additionally, itineraries can be viewed online through Concur, Tripit, or ViewTrip. 5. Gant will provide unused ticket tracking management and asset recovery. Unused airline tickets are typically non-transferable and non-refundable. Airline terms and conditions apply for ticket reuse. 6. Travel Industry Information: Gant will provide trade/industry developments/updates. 7. Account Management: Gant will provide a designated corporate Account Manager to assist your company with any service needs and cost savings opportunities. In addition, Gant will provide up to 20 hours per year of Special Request account management time for services such as: a. Providing expertise in negotiating industry programs. 1 Confidential Agreement with Gant Travel Ltd. Information cannot be shared without written authority to do so. b. Offering assistance in identifying savings opportunities and facilitating compliance of Client’s travel policy. c. Providing quarterly communications focused on educating key Client employees with industry averages compared to Client data. d. Providing support for your travel managers. 8. Gant will provide standard periodic management reports. Reporting data is available 24/7/365 via Gant’s web-based reporting tool. 9. Travel Policy Integration with your Concur Travel online booking site will include all air, car & up to 5 hotel negotiated discounts per $300,000 in annual air volume. Additional hotel negotiated rates can be added via your Special Request account management time. 10. Automation: Gant applies the Traveler First suite of quality control software tools to the reservation and ticketing process. Software modules include: a. Fare Checker: Ensures reservations are priced at the lowest Global Distribution System available fare, and continually monitors for new savings opportunities up through day of departure. b. Seat Checker: Searches and secures seat preference when not available at time of booking. c. Waitlist Manager: Secures available waitlisted reservations up to the day of departure. d. Ticket Tracker: Prevents lost revenue by automatically checking the Global Distribution System after travel is completed to identify any unused e-tickets. e. Travel Manager: Performs over 350 customized quality checks to ensure that every reservation is within policy limitations and to ensure error free reservations and travel policy compliance. 11. Gant will provide travel services in accordance with Client’s travel policy. 12. Gant guarantees the lowest applicable airfare available at the time of ticketing, including suggestions and options that would reduce the cost of a transaction whether accepted or declined by Client. 13. Gant will provide Client’s employees with all reasonable assistance required in procuring any visa or passports for out-of-country travel, with all applicable fees paid by Client. 2 Confidential Agreement with Gant Travel Ltd. Information cannot be shared without written authority to do so. 14. Gant will request authorization prior to ticketing a traveler who does not have an authorized profile. Gant will also provide out of policy notification to your company in accordance with your Concur booking tool established policies. 15. Should Gant provide personal travel services for a Client’s employee, Gant will secure payment via traveler’s personal means. 16. Gant may contact your travelers via phone or email to enhance their travel experience and support your company’s travel policy. This contact will include assisting with profile build and maintenance, travel tool training, identified special travel requests, en route travel disruptions and limited Client service surveys. II. COMPENSATION: Client agrees to pay at time of service: 1. $5.00 per air or rail ticket issued for online bookings in support of Concur Travel tool. Online hotel- and car-only bookings do not incur a fee. 2. $26.00 per full service (agent assist) domestic issue reservation (air and/or train, with or without car and/or hotel), or per ticket exchange. (Note: If Client is using the online booking tool and they call into a full service agent to get help they would be charged the full service fee of $26.00 only if the agent creates or modifies the booking.) 3. $7.00 per full service (agent assist) hotel- and/or car-only booking, whether stand alone or added to pre-existing reservation. Online hotel- and/or car-only bookings do not incur a fee. 4. $40.00 per full service (agent assist) international reservation, or per exchange 5. $100.00 per “round the world itinerary” (circumvention of the earth by priced airfare) 6. $150.00 consolidator use fee. Gant does not mark up the consolidator rates. 7. $25.00 surcharge per after-hours incident. 8. $15.00 surcharge fee applies for booking frequent flyer travel certificates off of a traveler’s frequent traveler account, this fee is in addition to the regular service fee for processing an agent assisted ticket. 9. $75.00 per hour account management fee if more than 20 hours of Special Request account management time is requested per contract year. No additional charges will be levied without Client approval. 10. $0.00 per transaction. Online benchmark reporting which is utilized as a management guidance tool to compare your company’s performance against companies of similar size, geographic location, or industry. 3 Confidential Agreement with Gant Travel Ltd. Information cannot be shared without written authority to do so. 11. $0.00 per transaction. GANT TRIP ALERTS, optional individual traveler alert program. III. CLIENT AGREES TO: 1. Provide point of contact for travel services for the Gant account management team. 2. Attendance during the Concur implementation process 3. Client acknowledgement of completion of implementation as acceptance of site 4. Annual Return on Investment analysis review 5. Disable or remove Concur login accounts of all terminated or unauthorized employees to prevent fraudulent activity 6. Client will work with Gant to achieve at least 60% of the estimated annual air spend entered on the questionnaire. IV. IMPLEMENTATION: Concur Travel online booking tool implementation 1. One time implementation fee of $500 (waived) • Note: This waiver may be revoked in the event that Client has not fully adopted and begun booking with Gant within 30 days of acceptance of site. Client agrees that if the above implementation fee waiver is revoked, Gant has the right to charge the Client’s corporate credit card for the implementation fee at that time. V. OTHER: 1. Gant retains all commissions related to Client’s travel. 2. Client agrees to pay for Express or special overnight delivery or that Gant will bill Client’s special delivery account number, if required. 3. Gant does not charge to cancel, refund or void a ticket. However, if the ticket is canceled, voided or refunded, the original service fee will not be returned. VI. TIME PERIOD: o This contract is effective and covers an initial one-year (1 YEAR) period from the date this agreement was submitted. This agreement will automatically renew for subsequent one (1) year periods unless terminated according to the Termination Clause VII. PAYMENT TERMS: 4 Confidential Agreement with Gant Travel Ltd. Information cannot be shared without written authority to do so. • All fees are charged at the time of ticketing using the credit card of record in the Client’s profile. VIII. TERMINATION CLAUSE: • Either party may terminate this agreement at its sole discretion with 30-days prior written notice of termination to the other party. In the event of a termination or expiration of the agreement for any reason, Gant will use commercially reasonable efforts to assist Client with transition of its travel program to another provider at no additional cost to Client. IX. CONFIDENTIALITY: • Gant and Client acknowledge that each may have access to confidential and proprietary information of the other party and/or its affiliates and employees ("Confidential Information"). Gant and Client agree not to disclose to any other person or company (unless required by law) except to its employees or authorized agents who have a “need to know" to enable Gant and Client to fulfill its obligations. Gant and Client shall take all appropriate measures as if the Confidential Information was its own, to prevent unauthorized or unlawful processing, unwarranted disclosure, or accidental loss, destruction of, or damage to, such personal information. X. LIMITATION OF LIABILITY: • In no event and under no circumstances shall either party be liable for any indirect, incidental, consequential or special damages, including, without limitation, loss of revenue or loss of profits, for any reason whatsoever arising under this Agreement, whether arising out of breach of warranty, breach of condition, breach this Agreement. XI. GENERAL INDEMNIFICATION: • Each party agrees to indemnify and hold harmless the other party, its subsidiaries, affiliates and licensees and their respective officers, employees and agents from and against any claims, liabilities, costs and expenses, including reasonable legal fees, arising out of (a) any breach of this agreement by such party, (b) any negligence or willful misconduct with respect to the provision or use of the services described herein by such party, and (c) any claim that any use of any data, items, materials or services described herein by such party infringes any intellectual property rights of any third party, or any right of privacy or publicity, or otherwise results in injury or damage to a third party. The indemnified party shall provide the indemnifying party prompt notice in writing of any such claims and provide the indemnifying party with reasonable information and assistance, at the indemnifying party’s expense, to help the indemnifying party to defend such claims. XII. SPECIFIC INDEMNIFICATION 5 Confidential Agreement with Gant Travel Ltd. Information cannot be shared without written authority to do so. • XII. • Client shall indemnify Gant and hold it harmless from any claims, fines, damages and costs arising from: (1) Gant’s debts to airlines or credit card issuers attributable to the failure of Client, Client’s authorized employees, or Client’s clients and invitees (collectively the “Client Parties”) to pay for airline tickets, or attributable to credit-card transactions by Client Parties where there is no signature or card imprint on a credit card charge slip; (2) hidden-city, back-to-back, or split-ticketing transactions made by or at the request of Client Parties; and (3) Client’s failure to pay for airline tickets charged by former employees of Client that use Client’s credit card. DISCLAIMER In providing travel services, Gant acts solely as the agent for the suppliers of the travel services named in the itinerary. Gant does not guarantee or insure the services to be provided by the suppliers. Gant is not responsible for: (a) the acts or omissions or any third parties beyond Gant’s control; (b) any fluctuation in price or change in schedule, equipment, or accommodations; (c) any errors or bias in reservations, fares, or other information provided by any reservation or notification system; or (d) any cancellation penalties charged by airlines, hotel and all third-party suppliers as outlined in vendor contracts. XIII. MISCELLANEOUS: • Neither party may assign or transfer this agreement without the prior written consent of the other party (other than in connection with a merger or sale). This agreement may be amended only by written agreement of both parties. This agreement shall be governed by the laws of the state of Indiana without reference to its choice of law provisions 6 Confidential Agreement with Gant Travel Ltd. Information cannot be shared without written authority to do so.