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Software Marketing Agreement

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SOFTWARE MARKETING AGREEMENT









AMR CORPORATION



THE SABRE GROUP HOLDINGS, INC.





THE SABRE GROUP, INC.





Dated as of September 10, 1996











Software Marketing Agreement SOFTWARE MARKETING AGREEMENT





This Software Marketing Agreement, dated as of September 10, 1996, is made and entered into by and between AMR CORPORATION, a Delaware corporation, and The SABRE Group, Inc., a Delaware corporation.





WHEREAS, AMR owns all of the shares of common stock of TSGH and all of the shares of common stock of American; and



WHEREAS, as part of the reorganization of AMR's information technology business, American transferred to TSG, directly or indirectly, on July 1, 1996, certain intellectual property, including the Restricted Software; and



WHEREAS, the Restricted Software gives American a significant competitive advantage in its air transportation business; and



WHEREAS, TSG desires to have AMR permit TSGH to issue less than twenty percent of the common stock of TSGH to the public in an initial public offering; and



WHEREAS, in order to maximize the overall value of its investment in TSG and AA, AMR wishes to limit the ability of TSG to market the Restricted Software.



NOW THEREFORE, in consideration of the mutual covenants set forth below, the parties hereto agree as follows:



1. DEFINITIONS Whenever used in this Agreement, the capitalized terms

listed below shall have the respective meanings specified below:



"Affiliate" means, with respect to any entity at any time, any Person

that, directly or indirectly, Controls such entity, is Controlled by

such entity or is under common Control with such entity.



"Agreement" means this Software Marketing Agreement as it may be

amended and supplemented from time to time.



"American" means American Airlines, Inc., a Delaware corporation.



"AMR" means AMR Corporation, a Delaware corporation.



"Confidential Information" has the meaning ascribed to that term in

the IT Services Agreement.











Software Marketing Agreement "Control" means the ability to direct the management or operations of

a Person by reason of ownership of greater than 50% of the voting

equity interests of such Person. "Controlled" and "Controls" have

corresponding meanings.



"Dispute" means any dispute, disagreement, claim, or controversy

arising in connection with or relating to this Agreement, or the

validity, interpretation, performance, breach, or termination of this

Agreement, including any claim of breach of representation or warranty

or of non-performance.



"IT Services Agreement" means the Information Technology Services

Agreement dated as of July 1, 1996, between American and TSG.



"Key Employee" has the meaning ascribed to that term in the IT

Services Agreement.



"Market Limited Airline Software" means the Software listed under that

heading on Schedule A attached hereto, as that list may be

supplemented or amended by the parties.



"Market Limited Cargo Software" means the Software listed under that

heading on Schedule A attached hereto, as that list may be

supplemented or amended by the parties.



"Market Restricted Software" means the Software listed under that

heading on Schedule A attached hereto, as that list may be

supplemented or amended by the parties.



"Party" means a Person that has executed this Agreement.



"Person" means any individual, corporation, limited liability company,

partnership, firm, joint venture, association, joint-stock company,

trust, estate, unincorporated organization, governmental or regulatory

body or other entity.



"Restricted Software" means any or all of the Market Limited Airline

Software, the Market Limited Cargo Software, and the Market Restricted



"Software" means all computer programming code, instructions or

statements, whether in a form readable by individuals (source code) or

by machines (object code), and all documentation, materials,

algorithms, formulas, processes, compostitions, designs, data,

specifications, or procedures embodied in the applications, to the

extent that they were developed as part of a project funded in whole

or in substantial part by AMR or American or American Eagle, Inc.



"TSG" means The SABRE Group, Inc., a Delaware corporation.











Software Marketing Agreement "TSGH" means The SABRE Group Holdings, Inc., a Delaware



2. TERM This Agreement shall be effective as of the completion

by TSGH of the initial public offering of its common stock and

shall continue in effect until the earliest to occur of (i)

expiration of the IT Services Agreement, and (ii) termination

of TSG's obligation to perform software maintenance,

development and enhancement services with respect to all

Restricted Software under the IT Services Agreement.



3. INITIAL PUBLIC OFFERING Subject to the satisfaction of

applicable governmental requirements, AMR will permit TSGH to

offer and sell to the public TSGH's common stock in an amount

such that, immediately following such initial public offering,

AMR would own not less than eighty percent of TSGH's total

outstanding common stock.



4. MARKETING RESTRICTIONS During the term of this Agreement, and

thereafter until the fifth annual anniversary of the most

recent date on which TSG performed services with respect to

any particular Restricted Software, which services provided a

material functional enhancement or major modification to that

particular Restricted Software, unless TSG has the prior

written approval of the Chief Executive Officer of AMR, TSGH

and TSG will not, and each will not permit any of its

Affiliates to:



a. transfer, assign, license, sublicense,

disclose, use or operate, anywhere in the

world, the Market Limited Airline Software

containing such material functional

enhancement or major modification for the

benefit of any of [CONFIDENTIAL PORTION

OMITTED AND FILED SEPARATELY WITH THE

COMMISSION]; and



b. transfer, assign, license, sublicense,

disclose, use or operate, anywhere in the

world, the Market Limited Cargo Software

containing such material functional

enhancement or major modification for the

benefit of any of the following airlines:

[CONFIDENTIAL PORTION OMITTED AND FILED

SEPARATELY WITH THE COMMISSION]; and



c. transfer, assign, license, sublicense,

disclose, use or operate, anywhere in the

world, the Market Restricted Software

containing such material functional

enhancement or major modification for the

benefit of any third party whatsoever.



5. TERMS OF THIRD PARTY AGREEMENTS TSGH and TSG will, and each

will ensure that its Affiliates will, include in any agreement

with any Person to which any Restricted Software is

transferred, assigned, licensed, sublicensed, disclosed, or as











Software Marketing Agreement to which any rights to market Restricted Software are granted,

a provision that imposes on such Person the obligations

imposed on TSGH and TSG in Sections 4.a, 4.b and 4.c, as

applicable to that Restricted Software. TSGH and TSG will

each use its best efforts to enforce any such provision.



6. KEY EMPLOYEES Until the one year anniversary of the most

recent date on which any Key Employee performed services with

respect to any particular Restricted Software, which services

provided a material functional enhancement or major

modification to that particular Restricted Software, unless

TSG has the prior written approval of the Chief Executive

Officer of AMR, TSGH and TSG will not, and each will not

permit any of its Affiliates to, assign or use that Key

Employee anywhere i
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