Exhibit 10.8

Note: Portions of this exhibit indicated by “[**]” are subject to a confidential treatment request, and have been omitted from this exhibit. Complete, unredacted copies of this exhibit have been filed with the Securities and Exchange Commission as part of this company’s confidential treatment request.

CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT

This CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT, dated and effective as of December 15, 1995 (the “Agreement”), by and between MICROSOFT CORPORATION, a Washington corporation, with its principal office at One MICROSOFT Way, Redmond, Washington 98052 (“MICROSOFT”), and WORLDSPAN, L.P., a Delaware limited partnership, with its principal office at 300 Galleria Parkway NW, Atlanta, Georgia 30339 (“WORLDSPAN”)

RECITALS

WORLDSPAN operates a computerized reservations system and provides information and other transaction processing to airlines, travel agents and others in the travel industry.

MICROSOFT develops software and operates an Online System in the United States and throughout the world.

MICROSOFT desires to retain WORLDSPAN to provide travel related transaction and data processing and other services, and WORLDSPAN desires to provide same, all according to this Agreement;

Now, Therefore, in consideration of the above recitals, the mutual undertakings of the parties as contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Definitions

Except as otherwise defined in this Agreement, terms used herein in capitalized form shall have the meanings set forth in Schedule 1.

2. WORLDSPAN’s Obligations

2.1.1 WORLDSPAN shall provide MICROSOFT access to the WORLDSPAN System through Super Transaction, Standard Message Interface, and such other communication protocols as WORLDSPAN may develop from time to time. WORLDSPAN shall through proprietary and leased communications facilities allow access to the WORLDSPAN System to MICROSOFT’s communications node in Bellevue, Washington.

2.1.2 The parties acknowledge that neither can accurately forecast the volume of transactions that will be generated by MICROSOFT System users with the WORLDSPAN System. To ensure reasonable capacity is available, WORLDSPAN shall make available to

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

MICROSOFT not later than August 14, 1996, processing capacity from the WORLDSPAN System according to the specifications set forth on Schedule 2.1.2 attached hereto and as otherwise provided in this Agreement. Thereafter, the parties shall confer periodically for the purpose of modifying these minimum standards. Notwithstanding the foregoing, WORLDSPAN acknowledges that the standards set forth herein and to be agreed upon are the minimum standards necessary to service MICROSOFT System users and that adequate WORLDSPAN System resources are critical to the use of the MICROSOFT System travel related services for their intended purposes.

2.2 WORLDSPAN shall be responsible for acquiring any hardware and developing, at its expense, all of the software and systems necessary and appropriate for delivery of the CRS Services to the MICROSOFT node according to this Agreement. Improvements, changes and enhancements to the WORLDSPAN System to be developed by WORLDSPAN to implement MICROSOFT’s access to the WORLDSPAN System and the schedule for such development are included on Schedule 2.2 attached hereto and incorporated herein by this reference.

2.3 Upon MICROSOFT’s request, WORLDSPAN shall provide, at its own expense, engineering, communications and technical support on-site at MICROSOFT’s facilities in Redmond, Washington until the Rollout Date to a maximum of two (2) Person Months in any twelve (12) month period. This on-site support will be provided by WORLDSPAN to: (a) assist MICROSOFT in installing and utilizing the communication’s link between the MICROSOFT System and the WORLDSPAN System; (b) provide support for translation of MICROSOFT System users’ entries into the appropriate set of Super Transactions and input values; and (c) trouble-shoot and repair problems with any of the foregoing.

2.4 WORLDSPAN shall provide to MICROSOFT telephone access to WORLDSPAN’s production and technical personnel or contractors to respond to MICROSOFT personnel with questions and problems arising out of access to the WORLDSPAN System by MICROSOFT System users. WORLDSPAN shall use reasonable business efforts to make the necessary personnel available twenty four (24) hours each day.

2.5 WORLDSPAN shall not disclose any information created by a MICROSOFT System user or use such information except as necessary for the performance of this Agreement (including as reasonably needed by WORLDSPAN to complete and facilitate travel transactions generated by Microsoft System users, and/or to adequately service WORLDSPAN’s Travel Suppliers), except that WORLDSPAN may disclose information from a reservation as required by law. WORLDSPAN acknowledges and agrees that MICROSOFT will have data privacy obligations to its customers which MICROSOFT will need to be respected by WORLDSPAN. WORLDSPAN agrees to comply with all MICROSOFT data privacy requirements communicated in writing by MICROSOFT to WORLDSPAN except where to do so would be commercially unreasonable due to the costs of implementation (where costs may not include foregone revenue from the sale or use of such data).

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

3. Services

3.1 During the Term, WORLDSPAN shall make available to MICROSOFT the CRS Services in accordance with the performance standards set forth in Schedule 2.1.2. Such performance standards in general are intended to reflect the service levels provided to any Travel Agent customer of WORLDSPAN. WORLDSPAN shall not be responsible for WORLDSPAN System unavailability or any Response Time in excess of agreed limits due to: (a) scheduled maintenance or scheduled downtime, (b) actions or inactions of MICROSOFT or MICROSOFT System users, (c) failure of any part of the WORLDSPAN Network operated by a third party supplier, or (d) outages caused by the failure of public network components.

3.2 Nothing herein shall prohibit MICROSOFT from obtaining any travel information or CRS Services from any entity other than WORLDSPAN for use with the MICROSOFT System and nothing shall prohibit WORLDSPAN from providing any travel information or CRS Services to any Online System provider or other person.

3.3 MICROSOFT shall provide to WORLDSPAN the information, data and necessary technical and human resources to permit WORLDSPAN to complete WORLDSPAN’s development of improvements, changes and enhancements to the WORLDSPAN System and to provide access to the WORLDSPAN System and the CRS Services.

4. Access To CRS Services And Rights

4.1 Subject to Section 4.3 and during the Term, WORLDSPAN hereby grants to MICROSOFT a nonexclusive right and license in and to all of the functions, services, information and data available through the WORLDSPAN System to all of WORLDSPAN’s Travel Agent customers including, but not limited to, the CRS Services.

4.2 WORLDSPAN also grants to MICROSOFT a worldwide, non-exclusive, right and license during the Term of this Agreement in WORLDSPAN Training Materials for the sole purpose of permitting MICROSOFT to create, publish, and distribute training books, manuals, software programs and other materials for the use of MICROSOFT employees, contractors and MICROSOFT System users. Within a reasonable period following termination of this Agreement not to exceed sixty (60) days, MICROSOFT shall, at its option, return to WORLDSPAN or destroy all of the WORLDSPAN Training Materials and all copies of books, manuals, software or other materials containing WORLDSPAN Training Materials, then in the possession of MICROSOFT.

4.3 The license and the rights granted in Section 4.1 herein shall be limited to the Territory and shall permit MICROSOFT to utilize information, data, functions and services from the WORLDSPAN System, including the CRS Services, to provide such information, data, functions and services through an Online System to permit, among other things, users to review travel related information, make reservations, and request tickets and other documents for travel. Notwithstanding anything to the contrary herein, such restriction of MICROSOFT’s license rights to the Territory shall mean only that MICROSOFT shall not actively market or advertise the availability of the travel services and information provided through the WORLDSPAN

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System as part of the MICROSOFT System outside of the Territory, and such restriction shall place no limitation on MICROSOFT’s right which is permitted by this Agreement to operate the MICROSOFT System and to provide travel services and information via the WORLDSPAN System over the Internet, the World Wide Web, The Microsoft Network, or any other Online System. As used in this Section 4.3, to “actively market or advertise” outside the Territory shall mean to undertake actual marketing or advertising activities in local markets outside the Territory, but shall not include marketing or advertising activities done generally over the Internet, the World Wide Web, The Microsoft Network, or any other Online System regardless of the fact that such activities may be accessible to persons outside the Territory. With respect to information and data regarding hotels and other lodging services, WORLDSPAN also grants to MICROSOFT a perpetual, worldwide license and right to: (a) develop, market, sell, make, use, reproduce, modify, adapt, create derivative works based on, translate, distribute, (directly and indirectly), transmit, display and perform publicly, license, rent, lease, and sell such information and data on printed, electronic or other fixed media, and to sublicense any or all of the foregoing rights, including the right to sublicense such rights to third parties; and (b) create, develop, market, distribute, transmit, license, sub-license and sell such information and data through broadcast, cable or satellite television distribution, interactive and otherwise. Such license to information and data regarding hotels and other lodging services shall be subject to such future restrictions as may be imposed on WORLDSPAN by its suppliers of such information, but only to the extent that such restrictions are communicated in advance and in writing to MICROSOFT.

4.4 Subject to the provisions of Section 7.5 herein, WORLDSPAN retains the right to modify and enhance the WORLDSPAN System in its sole discretion at any time during the Term, including but not limited to, the right to migrate MICROSOFT and MICROSOFT System users to new computer reservation systems created or used by WORLDSPAN, provided that any such modifications, enhancements and/or migration shall not materially adversely alter any of the CRS Services, including specifically the functionality associated with the development items set forth on Schedule 2.2 attached hereto. MICROSOFT agrees that it will take reasonable steps to administer the use of the WORLDSPAN System by MICROSOFT System Users, including but not limited to using all commercially reasonable efforts to terminate the access of such users who MICROSOFT or WORLDSPAN determines use the WORLDSPAN System improperly. Improper use of the WORLDSPAN System shall include: transmitting personal messages; making speculative or improper bookings; training anyone other than MICROSOFT employees, contractors or MICROSOFT System users; entering passive booking codes (e.g., GK, HK, MK or BK codes) when no corresponding space has been reserved with the transporting carrier’s internal reservation system; or failing to remove such passive bookings from the WORLDSPAN System if the corresponding space is canceled via telephone or by other means.

5. MICROSOFT’s Obligations

MICROSOFT will develop, at its own expense, the capability for MICROSOFT System users to make reservations on airlines, cars, hotels, tours, cruises and other products and services distributed through the WORLDSPAN System. For a five (5) month period following implementation of the WORLDSPAN System through the MICROSOFT System, MICROSOFT

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will use reasonable business efforts to construct its travel reservations facilities available through the MICROSOFT System in a way to promote the making of reservations and bookings to generate a stream of chargeable transactions through the WORLDSPAN System. Thereafter, MICROSOFT and WORLDSPAN shall agree upon the appropriate level of promotion of the WORLDSPAN System given the then-existing business circumstances. MICROSOFT makes no representation or warranty about the volume of chargeable transactions that will be generated by MICROSOFT System users or the ratio of chargeable transactions to total transactions.

6. Attribution

At WORLDSPAN’s request, MICROSOFT shall include in a screen or page provided as a part of any fixed media product utilizing data or information provided from the WORLDSPAN System that WORLDSPAN has supplied such data or information.

7. Term

7.1 Unless earlier terminated as provided herein, the term of this Agreement (the “Term”) shall commence as of the date first written above on page one, and shall continue thereafter for a period of ten (10) years.

7.2 This Agreement may be terminated as follows:

7.2.1 Either WORLDSPAN or MICROSOFT may terminate this Agreement (a) following six (6) months prior notice if the parties have failed to reach an agreement according to either Section 2.1.2 or Section 11.2 or Schedule 2.1.2 of this Agreement, or (b) upon the occurrence of an Event of Default by the other party.

7.2.2 An Event of Default with respect to MICROSOFT shall mean that:

(a) MICROSOFT defaults in making any payment hereunder when the same becomes due and payable, and such default continues for a period of thirty (30) days after notice thereof in writing from WORLDSPAN; or

(b) MICROSOFT fails to comply with any of its other material covenants or agreements in this Agreement and such default continues for a period of thirty (30) days after notice thereof in writing from WORLDSPAN.

7.2.3 An Event of Default with respect to WORLDSPAN shall mean that:

(a) WORLDSPAN fails to provide the CRS Services, which failure is not cured by WORLDSPAN not more than sixty (60) days after notice thereof in writing from MICROSOFT; or

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

(b) WORLDSPAN fails to comply with any of its other material covenants or obligations in this Agreement and such default continues for a period of thirty (30) days after notice thereof in writing.

7.3 If MICROSOFT makes any assignment for the benefit of creditors or becomes insolvent, or if WORLDSPAN has reason to believe MICROSOFT is not generally paying its bills when due, or if federal, state or common law bankruptcy or insolvency proceedings are commenced with respect to MICROSOFT, or if a receiver of MICROSOFT assets is appointed, or if MICROSOFT shall take any step leading to its cessation as a going concern, or if MICROSOFT shall cease operations for reasons other than a strike, then in any of the foregoing events WORLDSPAN may immediately cancel this Agreement on notice to MICROSOFT, or, at WORLDSPAN’s option require MICROSOFT to give adequate assurance of future performance of this Agreement by immediately curing any default hereunder and establishing any irrevocable letter of credit issued by a bank and on terms and conditions acceptable to WORLDSPAN in an amount sufficient to cover all amounts potentially due from MICROSOFT under this Agreement and which may be drawn upon WORLDSPAN upon the sole condition that MICROSOFT does not fulfill its obligations under this Agreement in a timely manner.

7.4 If WORLDSPAN makes any assignment for the benefit of creditors or becomes insolvent, or if MICROSOFT has reason to believe WORLDSPAN is not generally paying its bills when due, or if federal, state or common law bankruptcy or insolvency proceedings are commenced with respect to WORLDSPAN, or if a receiver of WORLDSPAN’s assets is appointed, or if WORLDSPAN shall take any step leading to its cessation as a going concern, or if WORLDSPAN shall cease operations for reasons other than a strike, then in any of the foregoing events MICROSOFT may immediately cancel this Agreement on notice to WORLDSPAN, or, at MICROSOFT’s option require WORLDSPAN to give adequate assurance of future performance of this Agreement by immediately curing any default hereunder and establishing any irrevocable letter of credit issued by a bank and on terms and conditions acceptable to MICROSOFT in an amount sufficient to cover all amounts potentially due from WORLDSPAN under this Agreement and which may be drawn upon MICROSOFT upon the sole condition that WORLDSPAN does not fulfill its obligations under this Agreement in a timely manner.

7.5 MICROSOFT shall have the option to terminate this Agreement upon written notice to WORLDSPAN in the event that WORLDSPAN migrates MICROSOFT and MICROSOFT System users to a computer reservation system not operated by WORLDSPAN. In addition, either party may terminate this Agreement upon written notice to the other in the event of an assignment of this Agreement by the other party to a third party. For purposes of this Section 7.5, an assignment shall include (i) any transfer of an ownership interest in WORLDSPAN or MS to a person, group, or entity that would result in that person, group or entity acquiring control of such party, or (ii) any transfer by either party of all or substantially all of its assets.

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

8. Additional Development Services

In addition to development otherwise required to be done by WORLDSPAN pursuant to this Agreement, MICROSOFT may request that WORLDSPAN develop additional enhancements, improvements or changes to the WORLDSPAN System for the benefit of MICROSOFT System users. Subject to the availability of programming resources and provided the enhancements, improvements, or changes do not adversely impact the existing performance standards of the WORLDSPAN System, WORLDSPAN shall provide Additional Development Services to complete such requested development.

9. Charges/Payment

9.1 MICROSOFT shall pay WORLDSPAN’S standard hourly rate for Additional Development Services provided pursuant to this Agreement.

9.2 MICROSOFT shall pay all amounts hereunder calculated pursuant to the formulas and otherwise in the manner set forth in this Agreement. Payment shall be made within thirty (30) days of each monthly invoice.

10. Ownership, No Other License

10.1 The WORLDSPAN System, including all Intellectual Property Rights therein, shall be owned or retained, to the fullest extent legally permitted under all applicable laws, by WORLDSPAN. MICROSOFT shall execute such instruments, agreements and acknowledgments as WORLDSPAN shall require to transfer and assign any and all of MICROSOFT’s rights in and to such Intellectual Property Rights therein to WORLDSPAN. In addition to any other rights WORLDSPAN may have, WORLDSPAN shall be permitted to license or market to any third party all or portions of the WORLDSPAN System or the WORLDSPAN Software.

10.2 The MICROSOFT System, including all Intellectual Property Rights therein, shall be owned or retained, to the fullest extent legally permitted under all applicable laws, by MICROSOFT. WORLDSPAN shall execute such instruments, agreements and acknowledgments as MICROSOFT shall require to transfer and assign any and all of WORLDSPAN’s rights in and to such Intellectual Property Rights therein to MICROSOFT. In addition to any other rights MICROSOFT may have, MICROSOFT shall be permitted to license or market to any third party all or portions of the MICROSOFT System or the MICROSOFT Software.

10.3 Nothing herein shall be construed as granting or conferring upon a party a license or right to use the name or any Trademark, logo, or mark of the other party.

11. Financial Arrangements

11.1 WORLDSPAN acknowledges that the MICROSOFT System is a new service and, accordingly, neither MICROSOFT nor WORLDSPAN can anticipate the number of

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transactions through the WORLDSPAN System that will be generated by MICROSOFT System users nor all of the revenues or expenses that will accrue to either party or the number of transactions that will be generated by MICROSOFT System users. As additional consideration for the promises made by WORLDSPAN in this Agreement, MICROSOFT agrees that if revenues payable by Travel Suppliers to WORLDSPAN for transactions generated by MICROSOFT System users are less than One Hundred Thousand Dollars ($100,000.00) during the five (5) month period following implementation of the WORLDSPAN System through the MICROSOFT System (including the development items set forth on Schedule 2.2), then MICROSOFT shall pay to WORLDSPAN:

(i) the amount by which the actual amount of revenues payable is less than $100,000.00; and

(ii) the amount equal to WORLDSPAN’s out of pocket costs paid to third party telecommunications suppliers for the leased communications lines from the WORLDSPAN System to the Microsoft System in Bellevue, Washington.

WORLDSPAN shall make available to MICROSOFT upon request any of its books, records and regularly generated reports as are reasonably necessary to confirm the average amounts charged for air bookings in 1995 and 1996.

11.2 Other than payments made by MICROSOFT for Additional Development Services and the amount to be paid by MICROSOFT, if any, pursuant to section 11.1 above, MICROSOFT and WORLDSPAN agree that each shall bear any and all expenses incurred in the performance of this Agreement and each shall be entitled to retain any and all revenues arising out of this Agreement for the period ending January 31, 1997. Not later than August 1, 1996, the parties shall begin to confer for the purposes of determining the need for making any change to the financial aspects of this Agreement for the period after January 31, 1997, principally the sharing of revenues received by WORLDSPAN from Travel Suppliers for bookings and reservations made by MICROSOFT System users and expenses incurred by WORLDSPAN in excess of the anticipated expenses. In the event the parties are unable to agree to the financial aspects by November 30, 1996, either party may terminate this Agreement pursuant to Section 7.2.

12. Confidentiality

12.1 The Non Disclosure Agreement shall be in effect throughout the Term and shall continue according to its terms.

12.2 Notwithstanding the foregoing, if either party receives a subpoena, civil investigative demand, or any other order, demand or request for the Confidential Information of the other party (the “Owning Party”); or if there is any change in law, statute or regulation that requires the disclosure or delivery of such information to any third party, then the party that would respond or otherwise be required to make the delivery, disclosure or response shall give written notice to the Owning Party. The Owning Party shall have ten (10) business days following such notice to make any motion to quash, file any objection or protest, or otherwise

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take any action deemed necessary and appropriate to prevent such disclosure and, during such ten (10) day period, the other party will make no delivery, disclosure or response with respect to the Confidential Information of the Owning Party.

13. Force Majeure

13.1 WORLDSPAN shall have no liability to MICROSOFT or any other person for malfunctions, errors or interruptions in the operation of the WORLDSPAN System or non-performance or delays in performance hereunder caused by acts of God, strikes, labor disputes, fires, delays of suppliers of goods or services, acts or omissions of sovereign states or airline industry associations (including but not limited to ATA, ACH, ARC and IATA) or for any other cause beyond the control of WORLDSPAN, and no such malfunction, interruption, non- performance or delay shall constitute an Event of Default with respect to WORLDSPAN or MICROSOFT hereunder.

13.2 MICROSOFT shall have no liability to WORLDSPAN or any other person for malfunctions or interruptions in the operation of the MICROSOFT System or non-performance or delays in performance hereunder caused by acts of God, strikes, labor disputes, fires, delays of suppliers of goods or services, acts or omissions of sovereign states or airline industry associations (including but not limited to ATA, ACH, ARC and IATA) or for any other cause beyond the control of MICROSOFT, and no such malfunction, interruption, non- performance or delay shall constitute an Event of Default with respect to MICROSOFT or WORLDSPAN hereunder.

14. Indemnification

14.1 WORLDSPAN and MICROSOFT each agree to indemnify, defend and hold harmless the other and the other’s directors, officers, partners, affiliates, and employees from any and all Loss arising out of: (a) the death or bodily injury of any agent, employee, contractor, customer, business invitee or business visitor of the indemnitor; and (b) the damage, loss or destruction of any real or tangible personal property of the indemnitor, including but limited to the loss of use thereof.

14.2 WORLDSPAN and MICROSOFT each agree to indemnify, defend and hold harmless the other and the other’s directors, officers, partners, affiliates, and employees from any and all Loss arising out of any claims or infringement of any Intellectual Property Right conferred by contract or by common law or by any law of the United States or any state alleged to have occurred because of any service, data, or Confidential Information provided or work performed by the indemnitor; provided, however, that this indemnity shall not apply unless the party claiming indemnification notifies the other promptly of any matters in respect of which the foregoing indemnity may apply and of which the notifying party has knowledge and gives the other full opportunity to control the response thereto and defense thereof, including, without limitation any agreement relating to the settlement thereof.

14.3 MICROSOFT agrees to indemnify, defend, and hold harmless WORLDSPAN and its directors, officers, partners, affiliates, and employees from any and all

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Loss incurred by WORLDSPAN arising out any claim by a MICROSOFT System user using the WORLDSPAN System, except for or to the extent that any such Loss is due to the negligence of WORLDSPAN.

14.4 WORLDSPAN agrees to indemnify, defend, and hold harmless MICROSOFT and its directors, officers, partners, affiliates, and employees from any and all Loss incurred by MICROSOFT arising out any claim by a MICROSOFT System user using the WORLDSPAN System to the extent that any such Loss is due to the negligence of WORLDSPAN.

14.5 Each of the indemnities set forth in this Section shall apply to each applicable Loss described above that results from any cause (including the negligence of the indemnified party) but shall not apply to the extent such applicable loss results solely from the gross negligence or willful misconduct of the indemnified party or such indemnity is otherwise prohibited by applicable law.

15. Insurance

15.1 WORLDSPAN shall maintain a Comprehensive General Liability insurance policy, including worldwide coverage, in the amount of no less than U.S. One Million and no/100 Dollars ($1,000,000.00) per occurrence with a U.S. Two Million and no/100 Dollars ($2,000,000.00) aggregate. Such coverage shall include contractual liability coverage for the indemnification obligations contained herein, products hazard coverage and broad form property coverage. In addition, WORLDSPAN shall maintain an umbrella liability insurance policy or policies in an amount no less than U.S. Five Million and no/100 Dollars ($5,000,000.00).

15.2 WORLDSPAN shall maintain the insurance or policies as required in subsection 15.1 above as follows:

15.2.1 WORLDSPAN hereto shall provide to MICROSOFT a Certificate of Insurance, in a form reasonably acceptable to MICROSOFT, for each of the policies of insurance required by this Section. Each Certificate of Insurance with respect to the policies of insurance required by this Section must name MICROSOFT as an additional insured.

15.2.2 Each insurance policy including renewal insurance, or Certificates of Insurance shall contain an agreement by the insurer that it shall give no less than thirty (30) days written notice of cancellation, intent not to renew, or reduction of material change in coverage. WORLDSPAN shall provide MICROSOFT no less than ten (10) days prior written notice of any such notice set forth in this Section.

15.2.3 Each Certificate of Insurance required hereby shall be delivered to MICROSOFT within ten (10) business days after the effective date or renewal of the respective policy, as applicable.

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16. Regulatory Compliance

WORLDSPAN and MICROSOFT shall comply with all ATA, ACH, ARC, IATA and other travel industry and other governmental and regulatory rules and regulations, and all laws, statutes, ordinances and regulations in each case, applicable to this Agreement, to the parties, and to the services provided hereunder. WORLDSPAN reserves the right to modify or eliminate any CRS Service if the provision of such service might constitute a violation of any applicable statute, law, ordinance, industry rule or regulation or order of a court or judicial or administrative body.

17. Successors

Neither party shall assign its interest in this Agreement; provided, however, that (subject to Section 7.5) either party may assign this Agreement upon thirty (30) days prior written notice to a wholly-owned subsidiary or to an entity to which substantially all of the assets of the assigning party are being transferred if such assignee assumes and agrees to perform all of the obligations of the assignor. This Agreement shall be binding upon the parties hereto and their successors and assigns and all persons claiming under or through them or any such successor or assign.

18. Entire Agreement

This Agreement and the Non Disclosure Agreement, together with any appendices, schedules and exhibits to either this Agreement and the Non Disclosure Agreement, constitute the entire agreement and understanding of the parties and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement and the Non Disclosure Agreement may be amended only by a further writing duly executed by authorized representative of the parties.

19. Governing Law

19.1 Governing Law. This agreement shall be governed by, and shall be performed, enforced and construed in accordance with, the laws of the United States and the State of Washington (other than its rules on conflicts of laws).

19.2 Jurisdiction, Forum. Each Party irrevocably submits to the non-exclusive jurisdiction of the Courts of the State of Georgia and Washington and the United States Federal Courts sitting in Georgia and Washington. Each party shall appoint an agent for services of process in the States of Georgia and Washington (and notify the other party of the name and address of such agent) and shall maintain such agent at all times unless it shall designate and notify the other of a reasonably satisfactory successor agent or agents.

19.3 Negotiation of Provisions. The parties agree that the choice of law and forum provisions of this Section 19 have been negotiated in good faith and agreed upon by the parties hereto and are reasonable. The parties, by their due execution of this Agreement,

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expressly agree, to the fullest extent permitted by law, not to challenge the choice of law or forum provisions contained in this Section 19.

20. No Third Party Beneficiaries

None of the provisions of this Agreement shall be for the benefit of or enforceable by or against any person other than a party, including without limitation, any creditor of WORLDSPAN or of MICROSOFT.

21. Cooperation and Further Assurances

Each party hereto agrees to execute, acknowledge, deliver, file and record such further certificates, instruments and documents, and to do such other acts and things as may be required by law, or as may, in the reasonable opinion of the counsel of either party, be necessary or advisable to carry out the full intent and purposes of this Agreement. In addition, each party agrees to provide to the other party, as soon as practicable after receipt of a request and subject to applicable laws and regulations, such financial data or other information as may be necessary for compliance with the requirements of any federal, state or local law or regulations or any governmental agency or authority applicable to a party or its affiliates; provided, however, that the requesting person shall bear any outside reasonable accounting, legal, and third-party costs and expenses incurred in fulfilling any such request. Each party agrees to keep confidential and not use in any matter, other than as contemplated in this Section 21, financial data or other information or documents furnished pursuant to this Agreement unless ascertainable from public or published information or trade sources, or already known to our subsequently developed by such party independently, or received from a third party not under an obligation to keep confidential such financial data, other information or documents. Both parties also agree to confer on mutually beneficial projects, such as, but not limited to, Net Fares support with possible incentives for the Net Fares program, during the term of this Agreement.

22. Expenses

Each party hereto shall assume and pay its own expenses incident to the negotiation, execution and performance of this Agreement.

23. Waivers

The terms of this Agreement may be waived only by a written instrument signed by the party which would have been able to require compliance. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. No waiver on the part of either party of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege.

24. Notices

24.1 All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed given: (a) when received if delivered

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personally; (b) on the next business day if sent by overnight service prepaid with instructions for next business day delivery; or (c) on the day of transmission if telecopied or telegraphed (transmission confirmed), to the parties at the following addresses and numbers (or to such other persons, addresses and numbers as a party may have specified by notice given to the other party pursuant to this provision):

If to WORLDSPAN:

WORLDSPAN, L.P.
300 Galleria Parkway, NW., Suite 2100
Atlanta, Georgia 30339
Attention: Chief Executive Officer
Telecopier No.: (770) 563-7878

with a copy to:

WORLDSPAN, L.P.
300 Galleria Parkway, NW., Suite 2100
Atlanta, Georgia 30339
Attention: Vice President, General Counsel and Secretary
Telecopier No.: (770) 563-7878

If to MICROSOFT:

MICROSOFT CORPORATION
One MICROSOFT Way
Redmond, Washington 98052-6399
Attention: Product Unit Manager – Travel Products Group
Telecopier No.: (206) 936-7329

with a copy to:

MICROSOFT CORPORATION
One MICROSOFT Way
Redmond, Washington 98052-6399
Attention: Legal Department
Telecopier No.: (206) 936-7329

24.2 If either party gives a notice regarding any alleged breach or default of any term of this Agreement, then such party shall include prominently on such notice the legend “Notice of Claim of Breach of Contract” or words to the same effect.

25. Headings

The headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

26. Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

27. Counterparts

This Agreement may be executed in counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument.

28. WARRANTY DISCLAIMER

28.1 MICROSOFT, ON BEHALF OF ITSELF, ITS SUBSIDIARIES, AFFILIATES, AND SUBSCRIBERS, ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER WORLDSPAN, ITS PARTNERS, AFFILIATES, NOR ANY SERVICE PROVIDER OR OTHER SUPPLIER OF DATA PROVIDED THROUGH THE WORLDSPAN SYSTEM WARRANTS THE ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SOFTWARE, DATA OR EQUIPMENT. MICROSOFT FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, WORLDSPAN, ITS PARTNERS, AND AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE PARTICIPATION OR IDENTITIES OF TRAVEL SUPPLIERS OR VENDORS IN THE WORLDSPAN SYSTEM. EXCEPT AS OTHERWISE PROVIDED HEREIN, NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EXPRESSED OR IMPLIED, ARE MADE BY WORLDSPAN WITH RESPECT TO THE WORLDSPAN SYSTEM OR ANY WORLDSPAN SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

28.2 WORLDSPAN, ON BEHALF OF ITSELF, ITS SUBSIDIARIES, AFFILIATES, AND SUBSCRIBERS, ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER MICROSOFT, ITS AFFILIATES, NOR ITS AGENTS WARRANTS THE ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SOFTWARE, DATA OR EQUIPMENT. WORLDSPAN FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, MICROSOFT, ITS PARTNERS, AND AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE PARTICIPATION LEVEL OF USERS THE MICROSOFT SYSTEM OR THE REVENUES THAT MIGHT BE GENERATED THEREBY. EXCEPT AS OTHERWISE PROVIDED HEREIN, NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EXPRESSED OR IMPLIED, ARE MADE BY MICROSOFT WITH RESPECT TO THE MICROSOFT SYSTEM, ITS SUBSCRIBERS, OR ANY MICROSOFT SOFTWARE, INCLUDING

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by its respective officer thereunto duly authorized as of the day and year first above written.

MICROSOFT CORPORATION		WORLDSPAN, L.P.

/s/ Patty Stonesifer		/s/ Mike Buckman
By (sign)		By (sign)

Patty Stonesifer		Mike Buckman
Senior Vice President – Consumer Division		Chief Executive Officer, pursuant to a delegation of authority by the General partners of WORLDSPAN, L.P.

12/22/95
Date		Date

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

SCHEDULE 1

DEFINITIONS RELATING TO THE
CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT

“ACH” means the Airlines Clearing House

“ARC” means the Airlines Reporting Corporation

“ATA” means the Airline Transport Association

“Additional Development Services” means programming services provided by WORLDSPAN pursuant to Section 8 of the Agreement to create improvements and enhancements to the WORLDSPAN System for the benefit of MICROSOFT.

“Computer Reservation System” or “CRS” means an automated system used by travel agents and other non-airline personnel under contractual agreement, containing information about the availability of travel related services and goods.

“Confidential Information” shall have the meaning set forth in the Non Disclosure Agreement. This Agreement shall also be considered Confidential Information of each party with respect to the other party.

“Contracts” means contracts, leases, sales orders, licenses, agreements, permits, plans, purchase orders, commitments, collective bargaining agreements, and other binding arrangements (including, without limitation, capital commitments and arrangements with respect to construction in progress), whether oral or written, express or implied.

“CRS Services” means all of the information, data, services, features and functions of the WORLDSPAN System made available to all Travel Agent customers of WORLDSPAN from time to time.

“Event of Default” has the meaning assigned in Section 7 of the Agreement.

“Fares/Pricing Services” means the services provided to MICROSOFT through the WORLDSPAN System with respect to information on fares and the automatic calculation of prices for air travel itineraries for MICROSOFT System users.

“IATA” means the International Air Transport Association.

“Intellectual Property Right” means each (a) Patent, (b) Trademark, (c) trade name, (d) knowhow, (e) shop right, (f) copyright, (g) service mark, (h) trade secret, (i) invention and (j) any Intellectual Property Right.

“Loss” means loss, liability (whether accrued, absolute, contingent, or otherwise), damages, deficiencies, expenses (including without limitation, fees and disbursements of counsel and expenses of investigation), claims, liens or other obligations whatsoever.

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

“MICROSOFT Network” means the telecommunications network operated and/or managed by MICROSOFT.

“MICROSOFT Software” means the computer programs and associated documentation, including source code, used by MICROSOFT in the MICROSOFT Network or otherwise developed by or licensed to MICROSOFT.

“MICROSOFT System” means the computer hardware, software and related devices and systems used by, or operated for the benefit of, MICROSOFT to provide an Online System to customers and MICROSOFT internal users including, without limitation, the MICROSOFT Software and the MICROSOFT Network. The MICROSOFT System does not include the WORLDSPAN System.

“MICROSOFT System user” means any person or entity who is entitled to use the MICROSOFT System.

“Network Services” means data communication services provided through a network.

“Non Disclosure Agreement” means that Microsoft Corporation Non-Disclosure Agreement between MICROSOFT and WORLDSPAN dated February 10, 1995.

“Online System” means any system or combination of systems for distributing electronic content or an electronic product or service, digital or otherwise, via transmission, directly or indirectly, to users, whether over telephone lines, cable television systems, optical fiber connections, cellular telephones, satellites, wireless broadcast, or other mode of transmission now known or subsequently developed.

“Operational Emergency” means (i) any disruption in or impairment of the operation of the WORLDSPAN System that causes a material interruption in the normal business operations of any WORLDSPAN Hosted Carrier, or (ii) any problem or defect in the WORLDSPAN System which, in the reasonable opinion of WORLDSPAN, either (x) impairs the ability of aircraft of any such carrier to operate safely pursuant to the laws, rules or regulations of any jurisdiction governing the flight of such aircraft or (y) poses any imminent risk that the airline operations conducted by any such carrier will suffer any event, occurrence or delay that poses a material threat to the safe operation of any aircraft.

“Patents” means patents (including all reissues, divisions, continuation and extensions thereof), patent applications, patent disclosures docketed and all other patent rights.