Executed+-+State+of+North+Dakota+Agreement.pdf

State of North Dakota

This Corporate Agreement including all schedules and Exhibits attached hereto (“Agreement”), effective as of Tuesday, August 31, 2021 is between Delta Air Lines, Inc., a Delaware corporation (“Delta”), Koninklijke Luchtvaart Maatschappij N.V. ('KLM Royal Dutch

Airlines' or 'KLM'), Société Air France ('Air France'), Aerovias De Mexico S.A. DE C.V. ('Aeromexico'), Virgin Atlantic Airways Limited

('Virgin Atlantic'), Korean Air Lines CO, LTD ('Korean'), and State of North Dakota,. Delta Air Lines, KLM Royal Dutch Airlines, Air

France, Aeromexico, Virgin Atlantic, Korean, are hereinafter collectively referred to as the “Carriers” and individually as an “Carrier.”

The Carriers and Company are referred to hereinafter collectively as the “Parties” and individually as a “Party.”

1. Corporate Incentive. During the period set forth after Travel Begin Dates in Pricing Program (the “Effective Periods”), the Carriers will provide a corporate incentive program to Company on the terms and conditions described herein and in the attached Pricing

Program. Tickets purchased with the corporate incentive shall be used solely by Company employees traveling on Company business or employee and their immediate family paid for by the employee. Tickets purchased with the corporate incentive shall not be advertised, offered, sold, bartered or otherwise used by any other person or entity. The terms and conditions of Schedule 1 attached hereto shall apply to all tickets issued under this Agreement.

2. Company Reports and Tracking. Company has separately agreed with the Carriers to furnish (or cause Company’s Agents or representatives to furnish) Company’s corporate travel data to the Carriers (or its designated data contractor) for use by the Carriers. In order for Company to receive proper revenue credit and incentives for all travel on the Carriers’ flights, the booking and ticketing procedures provided in this Agreement must be strictly followed.

3. Review. The Carriers will monitor Company’s performance under this Agreement based on the requirements as detailed in

Pricing Program.

4. Confidentiality. This Agreement and the incentives provided to Company are confidential information. Except as required by law, no Party shall disclose the existence or terms and conditions of this Agreement or the attached Pricing Program to any person

(other than Company’s Agents) without the prior written consent of each other Party; provided that, the Carriers may disclose such information to their airline partners with whom they have an effective order from the U.S. Department of Transportation granting antitrust immunity. The obligations of this Section 4 shall survive any termination of this Agreement for a period of 2 years. This

Agreement is in accordance with the State of North Dakota Open Records Statute.

5. Term and Termination. This Agreement is effective on the date set forth above and shall continue thereafter until terminated by any Party. Any Party may terminate this Agreement and the Pricing Program, with or without cause, on 15 days prior written notice to the other Parties. In the event Company or its Agents or representatives fail to furnish corporate travel data, the Carriers may terminate this Agreement or suspend Pricing Program upon 15 days prior written notice to Company. This Agreement and the corporate incentive program shall automatically be suspended during any period when there is no Pricing Program in effect with current Effective Periods.

6. Modifications. The Carriers may modify Schedule 1 or Pricing Program by sending Company a revised Schedule 1 or Pricing Program. In the event that Company rejects such modification, Company may terminate Pricing Program and this Agreement upon

15 days prior written notice to the Carriers. No action by Company shall be required for Company to accept such modification.

7. Miscellaneous. This Agreement constitutes the entire Agreement among the Parties and supersedes all prior understandings, whether written or oral, concerning the subject matter hereof. Except as allowed under Section 6, any modifications to this

Agreement must be in writing and signed by the Parties. All written notices to the Carrier or Company shall be sent to the addresses listed below. No term or condition of this Agreement shall be deemed waived, and no breach shall be excused, unless such waiver or excuse is in writing and signed by the Party against whom such waiver or excuse is sought to be enforced. This Agreement shall not be assigned or transferred by any Party without the prior written consent of the other Parties. All rights, remedies and obligations of the Parties hereunder shall accrue and apply solely to such Parties and their permitted successors and assigns and there is no intent to benefit any third parties. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of

North Dakota applicable to agreements fully made and performed therein, without regard to its choice of law principles to the contrary.

This Agreement is not valid or enforceable against any Party unless signed by all Parties, including the Carriers’ representative.

Formatted: Right: 0.09", Space Before: 0 pt

The Parties have executed this Agreement by their undersigned, duly authorized representatives:

State of North Dakota Delta, KLM, & Air France

Tricia Opp (date) Bob Somers

Procurement Officer II

14 Floor Capitol Tower, 600 E Boulevard Ave Dept 012, Bismarck, ND 58505

Senior Vice President, Global Sales

1030 Delta Blvd., Atlanta, GA 30320

Aerovias De Mexico, S.A de C.V

Rocío Blázquez Reyes

Regional Director US & Canada

Virgin Atlantic Airways Limited

Lee Haslett

Vice President North America

Korean Air Lines CO.,LTD

Yohan Park Vice President, Passenger Sales

9/8/2021

Schedule 1

1. APPLICABLE CARRIERS: The incentives described in Pricing Program are available on flights operated by (1) Delta Air Lines,

(2) Delta’s codeshare partners ticketed under the DL code, including flights operated by (3) the Delta Connection Carriers ticketed under the DL code, except, in each case, as otherwise noted in the attached exhibits. (4) KLM, Air France, Aeroméxico, Virgin

Atlantic, Korean, operated and marketed flights as noted in the attached exhibits, except, in each case, as otherwise noted in the attached exhibits. Flights ticketed under the DL, KL, AF, AM, VS, KE, code, in each case are applicable only on a published fare or as otherwise expressly specified in this Agreement or the attached exhibits. All DL, KL, AF, AM, VS, KE, marketed flights are eligible for inclusion in performance goal measurements as defined in the terms of this agreement.

2. COMPLIANCE WITH ETHICAL STANDARDS- ANTI-CORRUPTION. Each of the Airlines has adopted their own respective codes of conduct. The above mentioned documents, which are available upon request, contain values, principles, rules of conduct which inspire the Airlines’ respective behaviours, founded on honesty and transparency, and also with the purpose to prevent the commission of crimes.

No Party shall commit, authorize or permit any action which would cause the Parties and/or the Parties’ respective affiliates to be in violation of any applicable anti-bribery laws or regulations. This obligation applies also to illegitimate payments to government officials, representatives of public authorities or their associates or family members, and private enterprises.

Each Party agrees that it will neither offer or give, or agree to give, to any employee, representative or third party acting on behalf of another Party nor accept, or agree to accept from any employee, representative or third party acting on behalf of another Party, any gift or benefit, be it monetary or other, that the recipient is not legally entitled, in relation to the negotiation, conclusion or the performance of this Agreement.

Each Party, more generally, shall behave in compliance with all applicable laws relating to its performance of this Agreement and also with the purpose to prevent a liability to any other Party for crimes and shall inform, as soon as it becomes aware, the applicable other Party’s relevant legal representative in the event it or other entity operating on its behalf, directly or indirectly, receives from another

Party’s employee or representative a request which might reasonably be considered a bribe or otherwise unethical. A Party's failure to observe the obligations set forth in this Section 2 shall constitute a material breach of the Agreement and authorize the Airlines (if the breaching Party is the Company) or the Company (if the breaching Party is an Airline) to immediately terminate the Agreement without prejudice to any other rights or remedies available to the terminating Party.

3. TARIFF RULES. The Marketing Carrier’s rules and tariffs for the fare basis used apply to reservations and tickets issued or used pursuant to this Agreement, including, without limitation, rules relating to itinerary changes, surcharges and refunds. The General

Conditions of Carriage apply to all flights, or portions of flights, for which the specific Carrier designator code appears in the

“Airline” box of the Ticket or of the segment. In case of conflict between the General Conditions of Carriage of a Carrier and this

Agreement, such General Conditions of Carriage shall prevail.

4. TICKETING. The Carriers may, by written notice to Company, disallow or terminate the ability of any Agent to ticket under this

Agreement. Company must inform Carriers in writing of any amendments in the ticketing location(s) PCC(s). Company's agent(s) agree(s) to follow strictly the Ticketing instructions.

Company and its employees may book reservations solely through Company’s Agents, Delta, Delta’s Exclusive Discount Program

(EDP) or Air France.

Tickets under this Agreement must be validated on Delta (006), Air France (057), KLM (074), Virgin Atlantic (932), Aeromexico (139), Korean (180), and contain no other airline space.

The Ticket Designator set forth in Pricing Program must appear in the Ticket Designator Box on all tickets under this Agreement, separated from the fare basis code by a slash. Company shall cause its Agents to place the Ticket Designator on every Carrier’s ticket issued under this Agreement. Tickets without the Ticket Designator are not eligible for discounts described in Pricing Program.

The Tour Code set forth in Pricing Program (if applicable) must appear in the Tour Code box on each ticket with Air France-marketed flights and be noted in the PNR as an OSI remark.

5. DEFINITIONS. The following definitions apply to the Agreement (including Pricing Program):

Fair Market Share (FMS): Carriers’ expected share (expressed as a percentage out of 100%) in a specified market, derived through a model based on Carriers and all other competitive airlines’ scheduled service in such market.

Fare Class: the first character of the fare basis code, which determines applicability of an incentive discount.

Marketing Carrier: Airline whose code appears on the ticket coupon.

Operating Carrier: shall mean the airline having operational control of the aircraft used for a specific flight.

Service Class: Booking class of service.

Share of Flights: the percentage of Company’s total tickets purchased in a specified market that are purchased on Carrier(s).

Share Gap: Difference between Share of Flights and FMS in the specified market.

Validating Carrier: Airline whose validation code is used for ticket issuance.

Hubs: The following airports (designated by three-letter airport code) are Hub Airports for purposes of this Agreement, unless otherwise noted in Pricing Program - Financial Terms: Atlanta, Georgia (ATL); Cincinnati, Ohio (CVG); Detroit (DTW);

Minneapolis, Minnesota (MSP); Salt Lake City, Utah (SLC)

Metro Entity: The following airports (designated by three-letter airport code) are Metro Entity for the purposes of this Agreement, unless otherwise noted in Pricing Program - Financial Terms:

Chicago, IL, USA (CGX, MDW, ORD, PWK); Dallas, TX, USA (FTW, DAL, DFW); Houston, TX, USA (EFD, HOU, IAH, SGR);

London, UK (LCY, QQU, LHR, LTN, STN, ZEP, LGW); Los Angeles, CA, USA (BUR, LGB, LAX, ONT, SNA, PSP); Milan, IT

(LIN, BGY, MXP); Moscow, RU (BKA, DME, SVO, VKO); New York, NY, USA (ISP, JFK, LGA, EWR, SWF, HPN); Paris, FR (CDG, ORY); San Francisco, CA, USA (OAK, SFO, SJC); Seoul, KR (GMP, ICN, SEL); Tokyo, JP (HND, NRT); Washington, DC, USA (BWI, IAD, DCA).

Gateways: The following airports (designated by three-letter airport code) are Gateway Cities for the purposes of this Agreement, unless otherwise noted in Pricing Program: New York-Kennedy, New York (JFK); Los Angeles, California (LAX); Newark, New

Jersey (EWR); Boston (BOS); Philadelphia (PHL); Washington-Dulles (IAD); Miami (MIA); Detroit (DTW); Chicago (ORD); San

Francisco (SFO); Seattle (SEA); Memphis (MEM); Minneapolis (MSP); Portland (PDX); Dallas Ft. Worth (DFW); Houston (IAH);

Vancouver (YVR); Calgary (YYC); Toronto (YYZ); Montreal (YUL) as well as Atlanta, Georgia (ATL); Cincinnati, Ohio (CVG);

Salt Lake City, Utah (SLC).

Geographical entities (lists subject to change without notice)

North America: Airports located within the United States of America, Canada, Mexico and the Caribbean o United States of America: Continental United States of America, Alaska, Hawaii, Puerto Rico, US Virgin Islands o Canada: Canada o Mexico: Mexico o Caribbean: Anguilla, Antigua and Barbuda, Aruba, Bahamas, Barbados, Bermuda, Cayman Islands, Cuba, Dominica, Dominican Republic, Grenada, Guadeloupe, Haiti, Jamaica, Martinique, Montserrat, Netherlands Antilles, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Trinidad and Tobago, Turks and Caicos Islands, Virgin Islands (British)

Latin America: Airports located in Central America and South America o Central America: Belize, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama o South America: Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, Falkland Islands (Malvinas), French Guiana, Guyana, Paraguay, Peru, Suriname, Uruguay, Venezuela

EMEAI: Airports located in Europe, Middle East, Africa and India o Europe: Albania, Algeria, Andorra, Armenia, Austria, Azerbaijan, Azores, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria (Rep), Canary Islands, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Faroe Islands, Finland, France, Georgia, Germany, Gibraltar, Greece, Greenland, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Madeira, Malta, Moldova, Monaco, Morocco, Netherlands, Norway, Poland, Portugal, Republic of Macedonia, Romania, Russia, San Marino, Serbia and Montenegro, Slovakia, Slovenia, Spain, Svalbard and Jan Mayen

Islands, Sweden, Switzerland, Turkey, Tunisia, Ukraine, United Kingdom o Middle East: Bahrain, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia, Syrian Arab

Republic, Sudan, United Arab Emirates, Yemen o Africa: Angola, Benin, Botswana, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo, Cote D’Ivoire (Ivory Coast), Democratic Republic of Congo, Djibouti, Equatorial Guinea, Eritrea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea-Bissau, Kenya, Lesotho, Liberia, Libyan Arab Jamahiriya, Madagascar, Malawi, Mali, Mauritania, Mauritius, Mayotte, Mozambique, Namibia, Niger, Nigeria, Reunion, Rwanda, Sao Tome and Principe, Senegal, Seychelles, Sierra Leone, Somalia, South Africa, St. Helena, Swaziland, Tanzania, Togo, Uganda, Zambia, Zimbabwe o India: India

Asia Combined: Airports located in Asia, Australia, Micronesia, New Zealand and the South Pacific o Asia: Afghanistan, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, China, Hong Kong, Indian Ocean Islands, Indonesia, Japan, Kazakhstan, Kyrgyzstan, Lao People’s Democratic Republic, Malaysia, Mongolia, Myanmar, Nepal, North Korea, Pakistan, Republic of Korea, Singapore, Sri Lanka, Tajikistan, Taiwan Province of China, Thailand, Turkmenistan, Uzbekistan and Vietnam o Australia: Australia o Micronesia: Guam, Kiribati, Marshall Islands, Micronesia, Nauru, Northern Mariana Islands, Palau, US Minor Outlying Islands o New Zealand: New Zealand o South Pacific: American Samoa, Christmas Island, Cocos (Keeling) Islands, Cook Islands, Fiji, French Polynesia, Macau, Maldives, New Caledonia, Niue, Norfolk Island, Papua New Guinea, Philippines, Samoa, Solomon Islands, Tongo, Tuvalu, Vanuatu, and Wallis and Futuna Islands

Exhibit 1 – Modifications to Delta Business Experience

Whereas STATE will utilize Delta Business Experience to book and management travel offered under this Agreement.

The Delta Business Experience Terms of Use are amended as set forth below:

1. Section 3. Disclaimer of OUR Representations and Warranties; limitations of liability is amended to read “THE

TOOL IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.

NEITHER DELTA NOR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS

(COLLECTIVELY, THE "DELTA PARTIES") MAKE ANY REPRESENTATIONS, WARRANTIES OR

ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE TOOL, WHETHER EXPRESS OR IMPLIED,

STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF

PERFORMANCE OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-

INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT

AND FREEDOM FROM COMPUTER VIRUS. BY ACCESSING OR USING THE TOOL YOU REPRESENT

AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU

ACCESS OR USE THE TOOL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR DIRECT DAMAGES THAT CANNOT

BE LIMITED UNDER N.D.C.C. § 32-12.2-15, IN NO EVENT SHALL THE DELTA PARTIES BE LIABLE TO

YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE

LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF

PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE TOOL, (B) THESE TERMS OR (C) YOUR MISUSE OF THE TOOL. THE LIMITATIONS SET FORTH IN

THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED

LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT

LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.

NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY

PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS WHICH CANNOT BE OTHERWISE

DISCLAIMED UNDER APPLICABLE LAW, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR

RESULTING FROM DELTA’S INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS

NEGLIGENCE.”

2. Section 4. Indemnification is deleted in its entirety.

3. Section 5. Customer Support; NOTICES is amended to read “You acknowledge that the provision of support in connection with the Tool is at Delta’s sole discretion and that we have no obligation to provide you with customer support of any kind. All legal notices to us must be mailed to: Delta Air Lines, Inc., ATTN: General Counsel, 1030

Delta Blvd., Dept. 981, Atlanta, GA 30309, USA. When you communicate with us electronically, you consent to receive communications from us electronically.

4. Section 7. Choice of Law, subsections A. Waiver of Class Actions and B. Waiver of Jury Trial are deleted in their entirety.

Commented [OTN1]: Wasn’t sure what you would want this document titled.