EXHIBIT I Form of IP Rights Agreement To: TCS America, Div. of Tata America International Corporation 1, L understand that, as an employee or subcontractor of TCS America, a division of TCS America International Corp. (“TCS”), I may provide services for the benefit of Worldspan, L.P., a customer of TCS (the “Customer”). 1 acknowledge that, in performing those services as an employee or subcontractor of TCS, I may acquire or have access to certain information wi of a special and unique character and which is confidential, proprietary and/or trade secret information (“Confidential Information”) of the Customer or its licensors, and which the Customer desires to protect against unrestricted disclosure or competitive use. I understand that Confidential Information may inchide, without limitation, certain data, designs, diagrams, programs, code, methods, concepts, formulae, algorithms, processes, specifications, and other information regarding the Customer’s products, technology and services. I acknowledge that any unauthorized use or disclosure of the Confidential Information will result in significant damage to the Customer. 2. Lagree to use all of the Customer’s Confidential Information to which may have access only in performing my work for the Customer in connection with performance of my work for TCS. Iwill maintain in strict confidence all Confidential Information disclosed to me (whether embodied in memoranda, manuals, letters, or other documents, computer disks, tapes, object or source code, databases and other information storage devices, hardware, or other media or vehicles). I will not remove and/or deface any confidentiality or proprietary notice placed on any such Confidential Information. 1 will not copy, modify or translate any such Confidential Information unless authorized by the Customer. I will not transfer or disclose any such Confidential Information to any person other than to employees or subcontractors of TCS who are involved in Service(s) for the Customer, who have a “need to know” the same in order to perform their duties with respect to service(s) for the Customer and to facilitate performance by TCS of its obligations to the Customer, and who have executed an agreement identical to this agreement. I will abide by all logging requirements and other restrictions on the use and disclosure of or security measures pertaining to protection of Confidential Information that TCS may establish from time to time, 3. Tacknowledge that all patents, copyrights, design rights, trade secrets and other proprietary rights in or related to the Confidential Information ate and will remain the exclusive property of the Customer. I will not contest such proprietary rights or acquire any right in the Confidential Information. I will not remove any item of Confidential Information or any Work Product (defined below) from the restricted site established by TCS. When my work for the Customer ceases, I will promptly return to TCS all notes, documents or media that contain the Confidential Information or Work Product. 2isin26 noe Al5. T acknowledge that all ideas, designs, concepts, techniques, discoveries, innovations, inventions, processes or works of authorship (including any software, modification, enhancement, programming, documentation, technology ot other works) developed or cteated by me during the course of performing work for the Customer, including all intellectual property rights embodied therein (collectively “Work Product") will in the first instance be owned by my employer, TCS, and that TCS may be obligated to assign all the copyrights, patents, design rights, trade secrets and other intellectual property rights associated therewith to the Customer. I undertake that at the request of TCS and/or the Customer, I will execute, without right to any compensation, any instrument that is appropriate to assign these rights to the Customer. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by TCS) of all Work Product developed by me and all inventions, discoveries or developments created by me, which records shall be available to and remain the sole property of TCS or the Customer, as the case may be. 6. Lagree to perform, during and after my employment with TCS, all acts deemed necessary or desirable by TCS or the Customer to permit and assist the Customer in obtaining, maintaining, defending and enforcing rights with respect to such Work Product and improvements in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings, including appearing as a party or witness. I hereby irrevocably designate and appoint TCS and its duly authorized officers and agents, as my agents and attomneys-in-fact to act, for and on my behalf and instead of me, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by me. My obligation to assist TCS and the Customer with respect to proprietary rights in any and all countries shall continue beyond the termination of my employment by or with TCS, but subject to the requesting party's payment to me at a reasonable rate for the time actually spent by me on such assistance. 7, Any assignment of copyright pursuant to this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby waive such Moral Rights and consent fo any action of TCS or the Customer that would violate such Moral Rights in the absence of such consent. I will confiem any such waivers and consents from time to time as requested by TCS. 8. represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by TCS. I have not entered into, and T agree I will not enter into, any agreement either written or oral in conilict herewith or in conflict with my employment by or with TCS. I agree that I will not, during my employment by or with TCS, improperly use or disclose any proprietary information or trade secrets of my former or concurrent employers, if any, and that I will not bring onto the premises of TCS any unpublished documents or any property belonging to my former ‘or concurrent employers unless consented to in writing by such employers. 2191236, 1.D0e A29. agree that, if any provision of this letter agreement is held to be invalid or unenforceable, such provision shall be severed (but only to the extent necessary to make such provision valid and enforceable) from this letter agreement and such holding will not affect the validity of the other provisions of this letter agreement. Any provision that is held unenforceable in any circumstance will remain enforceable in all other circumstances. 10. I acknowledge and agree that: (j) the terms and conditions of this letter agreement regarding intellectual property issues shall supersede and control any inconsistent provision of any other agreement I have entered into or may subsequently enter into with TCS; and (ii) this letter agreement shall only be amended by formal ‘written agreement executed by me and a duly authorized representative of TCS. 11. 1 acknowledge that either TCS or the Customer for whom I have performed services may enforce this letter agreement against me and that the Customer is an intended third-party beneficiary of this Agreement. 12, TL acknowledge that my obligations under this agreement will survive the termination of my involvement in providing services to the Customer or my employment by or with TCS. IN WITNESS WHEREOF, the undersigned has signed and delivered this letter ‘agreement on the date below written, EMPLOYEE/SUBCONTRACTOR Name:_PRAvitn KUYA? URARATAN Date:__©6/02/ 2oiz AGREED AND ACCEPTED THIS__DAY OF __ » 2004 TCS AMERICA, DIV. OF TATA AMERICA INTERNATIONAL CORPORATION By: Name: Title, aisnae_.D0c AS