TRAVELOCITY COM INC
EXHIBIT 10.29
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>3
<FILENAME>ex-10_29.txt
<DESCRIPTION>EXHIBIT 10.29
<TEXT>

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                                                                   CONFIDENTIAL


THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS
ARE INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]."

                        AMENDED AND RESTATED INTELLECTUAL
                               PROPERTY AGREEMENT

         In this Agreement, SABRE INC., a corporation organized and existing
under the laws of the State of Delaware and having a principal place of
business at Fort Worth, Texas (hereinafter "Sabre"), and Travelocity.com LP, a
limited partnership organized and existing under the laws of Delaware and
having a principal place of business at Fort Worth, Texas (hereinafter
"Travelocity"), agree as follows:

                                    RECITAL:

         This Agreement amends and restates, effective as of March 7, 2000,
the Intellectual Property Agreement, with an effective date of March 7, 2000,
between Sabre and Travelocity.

1.       DEFINITIONS

         1.1     "Common Internet Architecture" or "CIA" means existing and
                 future versions of the functional software module that
                 provides a common interface between Internet applications and
                 the Sabre host (i.e., the Sabre Table Builder (STB)).

         1.2     "Effective Date" means March 7, 2000, at the time on such date
                 immediately after giving effect to the consummation of the
                 transaction described in that certain Bill of Contribution,
                 Assignment and Assumption Agreement, dated March 7, 2000,
                 between Sabre Inc. and
                 Travelocity.com LP.

         1.3     "Existing Clone" means the product in existence and owned by
                 Travelocity as of the Effective Date of this Agreement that
                 Travelocity uses to distribute consumer-direct Internet travel
                 services and products.

         1.4     "Existing Contract" means any contract or agreement between a
                 Party to this Agreement and a third party that was in
                 existence and enforceable on 3 October 1999.

         1.5     "Existing IP" means all IP owned by a Party as of the
                 Effective Date of this Agreement.

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                                                                   CONFIDENTIAL


         1.6     "Future Clone" means any new or updated version of the
                 Existing Clone, which new or updated version is created,
                 developed or acquired during the Pool Term.

         1.7     "Intellectual Property" or "IP" means and includes (a)
                 inventions whether or not patented or patentable and all
                 worldwide patent rights to such inventions, (b) technical
                 information and knowhow, and (c) software and related
                 documentation and all worldwide copyrights therein. IP does
                 not include customer data, customer profiles, marketing plans,
                 market intelligence data and similar non-technical
                 information.

         1.8     "Joint Interest IP" means IP made jointly by the Parties
                 pursuant to a joint development, funding or other similar
                 agreement between the Parties.

         1.9     "Made IP" means all IP made or acquired by a Party during the
                 Pool Term without funding from the other Party.

         1.10    "New Contract" means any new contract or agreement between a
                 Party to this Agreement and a third party that is entered into
                 after 3 October 1999 and any renewal or extension of an
                 Existing Contract that becomes effective after 3 October 1999.

         1.11    "Non-Competition Agreement" means the agreement between the
                 Parties entitled "Non-Competition Agreement" having an
                 effective date of March 7, 2000.

         1.12    "Party" means Sabre or Travelocity individually and "Parties"
                 means Sabre and Travelocity collectively.

         1.13    "Pool IP" [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

         1.14    "Pool Term" means the period from 3 October 1999 until the
                 fifteenth (15th) anniversary of the Effective Date of this
                 Agreement, unless the obligation to contribute to Pool IP is
                 earlier terminated pursuant to the terms of this Agreement.

         1.15    "Premium IP" means IP made solely by one Party during the Pool
                 Term and paid for by the other Party at premium rates as
                 provided in the Technology Services Agreement.

         1.16    "Sabre Direct Competitor" [TEXT OMITTED - CONFIDENTIAL
                 TREATMENT REQUESTED]

         1.17    "Sabre Pool IP" [TEXT OMITTED - CONFIDENTIAL TREATMENT
                 REQUESTED]

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                                                                   CONFIDENTIAL


         1.18    "Standard IP" means IP made solely by one Party during the
                 Pool Term and paid for by the other Party at standard rates as
                 provided in the Technology Services Agreement.

         1.19    "Technology Services Agreement" means an agreement between the
                 Parties entitled "Information Technology Services Agreement"
                 having an effective date of March 7, 2000.

         1.20    "Travelocity Direct Competitor" [TEXT OMITTED - CONFIDENTIAL
                 TREATMENT REQUESTED]

         1.21    "Travelocity Pool IP" [TEXT OMITTED - CONFIDENTIAL TREATMENT
                 REQUESTED]

2.       OWNERSHIP, MAINTENANCE AND ENFORCEMENT OF IP

         2.1     Each Party will retain all ownership interest in Existing IP
                 as it had as of the Effective Date.

         2.2     Each Party will own all right, title and interest in and to
                 all Made IP, Standard IP and Premium IP made or acquired by it
                 during the Pool Term.

         2.3     Each Party will control and pay for necessary legal
                 protection, including patents and copyrights where
                 appropriate, for all IP solely owned by it during the term of
                 this Agreement, PROVIDED, HOWEVER, that no Party will have any
                 obligation to obtain or maintain any legal protection for IP,
                 owned solely by such Party.

         2.4     Joint Interest IP will be jointly owned by the Parties in
                 accordance with the terms of the agreement pursuant to which
                 such Joint Interest IP was made ("Joint Development
                 Agreement"). Any rights or obligations with respect to
                 obtaining and maintaining legal protection for Joint Interest
                 IP will be allocated in accordance with the terms of the Joint
                 Development Agreement. Each Party will cooperate with the
                 other Party in any action brought by the other Party to
                 enforce Joint Interest IP.

         2.5     No Party will have any obligation to enforce or defend any IP.
                 If one Party wishes to enforce any Pool IP against a third
                 party, the other Party will cooperate in such enforcement at
                 the one Party's expense.

3.       POOL IP

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                                                                   CONFIDENTIAL


         3.1     During the Pool Term, each Party will disclose to the other
                 Party all Pool IP within [TEXT OMITTED - CONFIDENTIAL
                 TREATMENT REQUESTED] after a prototype is made or acquired.
                 All software within Pool IP will be disclosed to the other
                 Party in executable and source code versions and such
                 disclosure will include all applicable documentation.

         3.2     To the extent a Party considers any of its Pool IP to be
                 proprietary and confidential, the Party may disclose it to the
                 other Party in confidence. Such disclosure shall be in writing
                 or other tangible form that is marked as confidential and
                 proprietary to the disclosing Party. The other Party will
                 receive and maintain such Pool IP in confidence and will treat
                 it as it does its own proprietary information. Obligations of
                 confidentiality shall not apply to Pool IP that becomes part
                 of the public domain through no fault of the receiving Party,
                 that the receiving Party can show by documentary evidence was
                 in its possession prior to disclosure of such Pool IP, or that
                 was rightfully communicated to the receiving Party by a third
                 party free of any obligation of confidence owed by such third
                 party to the other Party.

         3.3     [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

         3.4     Each Party will be free to use and to fully exploit in its own
                 business throughout the world all Pool IP owned by it.

4.       POOL IP LICENSE RIGHTS

         4.1     Sabre may grant a license to any third party under any Sabre
                 Pool IP, except for Premium IP, to use and fully exploit such
                 Sabre Pool IP.

         4.2     Sabre may grant a license under any Premium IP that is a part
                 of Sabre Pool IP to any third party who, at the time such
                 license is granted, is not a Travelocity Direct Competitor.

         4.3     Travelocity may grant a license to any third party under any
                 Travelocity Pool IP, except for Premium IP, to use and fully
                 exploit such Travelocity Pool IP.

         4.4     Travelocity may grant a license under Premium IP that is a
                 part of Travelocity Pool IP to any third party who, at the
                 time such license is granted, is not a Sabre Direct
                 Competitor.

         4.5     [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

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         4.6     Travelocity hereby grants to Sabre a perpetual, worldwide,
                 non-exclusive, royalty-free license to all Travelocity Pool IP
                 for the unrestricted use and exploitation by Sabre in its
                 business. Travelocity further grants to Sabre the right to
                 grant sublicenses under any Travelocity Pool IP (regardless of
                 which party paid for the IP or at what rate it was paid for)
                 to any third party who, at the time such sublicense is
                 granted, is not a Travelocity Direct Competitor.

         4.7     Any software included in a Party's Pool IP shall include
                 applicable documentation and (a) shall be licensed to the
                 other Party in both source code and executable code, and (b)
                 may be licensed or sublicensed to third parties in executable
                 code only.

         4.8     [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

5.       THIRD PARTY CONTRACTS

         5.1     Nothing in this Agreement will prevent a Party from complying
                 with any Existing Contract. If required by an Existing
                 Contract with a third party, a Party may grant a license under
                 Premium IP paid for by the other Party and a sublicense under
                 the other Party's Pool IP to the third party even if the third
                 party is or becomes a Direct Competitor of the other Party.

         5.2     Any New Contract with a third party will be subject to the
                 provisions and restrictions of Article 4 of this Agreement
                 relating to Direct Competitors of the other Party. In the
                 event such a third party becomes a Direct Competitor after any
                 such New Contract has been executed, (a) the third party will
                 be permitted to use whatever IP was originally the subject of
                 the New Contract in accordance with the terms of that
                 contract, and (b) each party acknowledges that thereafter it
                 can not grant to such third party additional rights or
                 extension of rights under any Pool IP that is subject to the
                 Direct Competitor provisions and restrictions outlined in
                 Section 4 of this Agreement.

6.       ROYALTY AND LICENSE FEE

         6.1     Except as provided in this Article 6 of this Agreement, no
                 Party will be obligated to pay to the other Party any fee,
                 royalty or any form of monetary consideration for use,
                 exploitation or sublicensing of Pool IP.

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                                                                   CONFIDENTIAL


         6.2     Travelocity hereby grants to Sabre the right and license to
                 use the Existing Clone in its business and grants to Sabre the
                 right to grant sublicenses to third parties who are not
                 Travelocity Direct Competitors.

         6.3     [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

         6.4     Upon request by Sabre, Travelocity will deliver to Sabre any
                 Future Clone and will grant to Sabre a license to use any
                 Future Clone in its business and to grant sublicenses to third
                 parties who are not Travelocity Direct Competitors.

         6.5     If, after the Effective Date of this Agreement, Sabre grants a
                 sublicense to a third party to use any Future Clone, Sabre
                 will notify Travelocity of the sublicense within [TEXT OMITTED
                 - CONFIDENTIAL TREATMENT REQUESED] after execution thereof and
                 will pay to Travelocity [TEXT OMITTED - CONFIDENTIAL TREATMENT
                 REQUESTED]

7.       TERM AND TERMINATION

         7.1     All rights granted to and restrictions imposed on a Party
                 pursuant to this Agreement with respect to any Pool IP will
                 continue in perpetuity. Termination of this Agreement for any
                 reason will not affect rights granted or obligations assumed
                 prior to the date of such termination.

         7.2     If Sabre either: (a) materially breaches the Noncompetition
                 Agreement, during the term thereof; or (b), after expiration
                 of the non-competition restriction provided in the
                 Noncompetition Agreement, Sabre commences a business that
                 would have been subject to the non-competition restriction, or
                 acquires Control (as defined in the Non-Competition Agreement)
                 of such a business; then, in either such event, Travelocity,
                 by [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] advance
                 written notice to Sabre, may terminate the portion of this
                 Agreement that obligates both parties to contribute to Pool
                 IP.

         7.3     If at any time Travelocity commences (or acquires Control of)
                 a business of distribution (a) of travel inventory directly to
                 travel agents or corporations, or (b) of travel technology to
                 any travel industry suppliers (e.g., airlines, car companies,
                 hotels, cruise lines and tour companies), then Sabre, by [TEXT
                 OMITTED - CONFIDENTIAL TREATMENT REQUESTED] advance written
                 notice to Travelocity, may terminate the portion of this
                 Agreement that obligates both parties to contribute to Pool
                 IP.

         7.4     The obligation of each party to contribute to Pool IP will
                 automatically terminate in the event Sabre no longer controls
                 Travelocity. Sabre shall be considered to have "control" of
                 Travelocity.com so long as Sabre has (a) direct or indirect

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                                                                   CONFIDENTIAL


                 ownership of, or the unrestricted right to acquire such
                 ownership of, at least 20% of the limited partnership units or
                 other ownership interests in Travelocity, and (b) effective
                 control, by contract or otherwise, of the management,
                 governance and activities of Travelocity.

         7.5     Either Party may terminate the portion of this Agreement that
                 obligates both parties to contribute to Pool IP upon written
                 notice to the other Party in the event the other Party becomes
                 insolvent, makes a general assignment for the benefit of
                 creditors, suffers or permits the appointment of a receiver
                 for its business or assets, becomes subject to any proceeding
                 under any bankruptcy or insolvency law whether domestic or
                 foreign, or has wound up or liquidated, voluntarily or
                 otherwise.

         7.6     Termination as provided herein will not be a Party's sole
                 remedy, and each Party hereby reserves all rights and remedies
                 at law or in equity for any breach by the other Party of any
                 term of this Agreement.

         7.7     Termination of the obligation to contribute to Pool IP shall
                 not affect the rights of either party to Pool IP in existence
                 before the date of such termination. All rights and
                 obligations that accrued prior to termination of the
                 obligation to contribute to Pool IP will continue in full
                 force and effect.

8.       ASSIGNMENT

         Neither this Agreement, nor any rights granted or obligations imposed
         hereby, may be assigned or encumbered by either party without the
         prior written consent of the other party.

9.       MISCELLANEOUS

         9.1     A waiver of any breach of any provision of this Agreement
                 shall not be construed as a continuing waiver of other
                 breaches of the same or other provisions of this Agreement.

         9.2     Nothing herein shall be deemed to create an agency, joint
                 venture or partnership relation between the parties hereto.

         9.3     This Agreement constitutes the entire agreement and
                 understanding of the Parties with regard to the IP that is the
                 subject matter hereof and merges and supersedes all prior
                 discussions, negotiations, understandings and agreements
                 between the parties concerning the subject matter hereof. This
                 Agreement does not supersede the other agreements being
                 executed by the Parties contemporaneously with the execution
                 of this Agreement, including the Sabre Access Agreement,

                                       7

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                                                                   CONFIDENTIAL


                 Noncompetition Agreement, and Information Services Technology
                 Agreement. Neither party shall be bound by any definition,
                 condition, warranty, right, duty or covenant other than as
                 expressly stated in this Agreement or as subsequently set
                 forth in a written document signed by both parties. Each party
                 expressly waives any implied right or obligation regarding the
                 subject matter hereof.

         9.4     This Agreement shall be interpreted and construed, and the
                 legal relations created herein shall be determined, in
                 accordance with the laws of the State of Texas (excluding
                 conflicts of laws) and of the United States.

         9.5     This Agreement may be amended only by a written document
                 signed by authorized representatives of both Parties.

         9.6     Each party hereto agrees to execute, acknowledge and deliver
                 all such further instruments, and to do all such further acts,
                 as may be necessary or appropriate to carry out the intent and
                 purposes of this Agreement.

         9.7     Should any part or provision of this Agreement be held
                 unenforceable or in conflict with the law of any jurisdiction,
                 the validity of the remaining parts or provisions shall not be
                 affected by such holding. In the event a part or provision of
                 this Agreement held unenforceable or in conflict with law
                 affects consideration to either Party, the Parties agree to
                 negotiate in good faith amendment of such part or provision in
                 a manner consistent with the intention of the Parties as
                 expressed in this Agreement.

         9.8     Neither Party shall be responsible or liable to the other
                 Party for nonperformance or delay in performance of any terms
                 or conditions of this Agreement due to acts or occurrences
                 beyond the control of the non-performing or delayed Party,
                 including but not limited to, acts of God, acts of government,
                 wars, riots, strikes or other labor disputes, shortages of
                 labor or materials, fires and floods, provided the
                 nonperforming or delayed Party provides to the other Party
                 written notice of the existence and the reason for such
                 nonperformance or delay.

         9.9     (a)    Any and all notices or other communications required or
                 permitted by this Agreement or by law to be served on or given
                 to either party hereto by the other party shall be in writing
                 and delivered or sent to:

                        To Sabre:


                              Sabre Inc.
                              MD 4204
                              4255 Amon Carter Blvd.

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                                                                   CONFIDENTIAL


                              Fort Worth, TX 76155
                              Fax: (817) 967-1215
                              Attention: President

                              With a copy to:

                              Sabre Inc.
                              MD 4204
                              4255 Amon Carter Blvd.
                              Fort Worth, TX 76155
                              Fax: (817) 967-1215
                              Attention: General Counsel

                        To Travelocity:

                              Travelocity.com LP
                              4200 Buckingham Road, MD 1400
                              Fort Worth, Texas 76155
                              Fax: (817) 963-8869
                              Attention: President

                              With a copy to:

                              Travelocity.com LP
                              4200 Buckingham Road, MD 1400
                              Fort Worth, Texas 76155
                              Fax: (817) 963-8869
                              Attention: General Counsel

                 Each party may change its address for purposes of this
                 Agreement by written notice to the other party.

                 (b) All notices or other communications shall be deemed duly
                 served and given on the date when personally delivered to the
                 party to whom it is directed, when transmitted electronically
                 by telex or facsimile, or when deposited in the United States
                 mail, first class, postage prepaid, and addressed to the party
                 at the address in Paragraph 9.9(a).

         9.10    This Agreement shall be executed by each Party in duplicate
                 originals, each of which shall be deemed an original, but both
                 originals together shall constitute only one and the same
                 instrument.

                                       9

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                                                                   CONFIDENTIAL


         IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the Effective Date.



SABRE INC.




/s/ Jeffrey M. Jackson
-------------------------------
Signature

Jeffrey M. Jackson
-------------------------------
Name

Sr. V.P. and CFO
-------------------------------
Title

March 7, 2000
-------------------------------
Date



TRAVELOCITY.COM LP




/s/ Andrew B. Steinberg
-------------------------------
Signature

Andrew B. Steinberg
-------------------------------
Name

Sr. Vice President, General
Counsel and Corporate Secretary
of Travelocity Holdings, Inc.,
its general partner
-------------------------------
Title

March 7, 2000
-------------------------------
Date












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