THIS AGREEMENT (the “Agreement”) entered into on between Pickles Vacations, LLC, doing business as: Pickles Travel Network. (“PTN”) located at: 4261 E. University Dr. #30-505, Prosper, TX  75078 and (“Sub-Agent”). 

WHEREAS, PTN engages in the business of providing a menu of business services to independent travel professionals that wish to enhance their income and industry standing; and 

WHEREAS, PTN holds the right to license the PTN trade name to travel agencies and advisors and access the superior travel supplier commission agreements and arrangements negotiated by PTN, a fully appointed travel Agent; and 

WHEREAS, PTN has and does enjoy the goodwill of the public and reputation for fair dealing with the public; and 

WHEREAS, it is deemed to be to the mutual advantage of PTN and Sub-Agent to enter into this Agreement upon the terms and conditions hereinafter set forth; and 

WHEREAS, Sub-Agent operates as an independent contractor under a PTN affiliated Independent Contractor (“Contractor”) bound under the terms of its Independent Contractor agreement. 

WHEREAS, Sub-Agent engages in the sale and service of travel services for Contractor’s clients as an affiliate of PTN. 

NOW, THEREFORE, in consideration of the mutual promises, provisions, and covenants contained herein made by PTN and Contractor (each a “Party” and collectively the “Parties”), the Parties agree and herby enter into the following agreement:  

1. RELATIONSHIP OF THE PARTIES

Contractual Status. Sub-Agent and PTN shall be independent contractors of each other. Therefore, each party shall: 

(a) Have the right to offer services to the general public;

(b) Have the right to advertise its services via the Internet or print; 

(c) Have its own business cards and company letterhead;

(d) Maintain its own facilities, equipment, and supplies;

(e) Pay all its own business expenses; 

(f) Set its own work schedules; 

(g) Set its own consulting, transaction, or services fees; 

(h) Be free of supervision, direction, and control by the other party; 

(i) Maintain its own errors and omissions insurance; and 

(j) Hire employees and independent contractors to perform services in its absence or assist it. 

Sub-Agent is an independent contractor, and by entering into this Agreement, Sub-Agent is agreeing that it is not an employee of PTN. Sub-Agent is required to conduct business in compliance with all statutory and regulatory requirements as may be required by law, without reliance upon PTN.  This Agreement sets forth the requirements of Sub-Agent in doing so.  As stated in the Agreement, PTN reserves the right to terminate this Agreement.  Sub-Agent agrees to proceed diligently, faithfully, loyally, legally, and to use its best efforts in selling travel and all travel-related products to clients. 

PTN Access. PTN provides the following: PTN portal access, full access subscription to a CRM, Travel Professionals Training Kit™, if purchased, Travefy, Virtuoso access, lead generation through Virtuoso, access to preferred suppliers, live group coaching with PTN, live supplier and marketing, affiliate education, access to the PTN members only Facebook group, resources, access to and use of PTN’s IATA, CLIA, and IATAN numbers, access to suppliers, CRM, Virtuoso, Travefy, perks, and support to its Contractors.  

Risk of Loss/Profit Potential. Sub-Agent assumes the risk of incurring a loss if the Contractor’s shared sales commission does not cover their business expenses.  Similarly, Sub-Agent enjoys the right to earn a profit yielded by commissions shared with Contractor pursuant to this Agreement. 

2. LICENSE, ACCESS, PROGRAMS, INSURANCE, AND SELLER OF TRAVEL

1. PTN License Use. PTN hereby grants Sub-Agent a limited, non-exclusive, non-assignable license to use the PTN brand name to enhance Contractor’s and Sub-Agent’s income and reputation in the industry. Sub-Agent may use that brand name only to identify the Contractor or Sub-Agent’s services and in dealings with travel suppliers. Whenever Sub-Agent uses the brand name, Sub-Agent must also use the word “independent” or “affiliate” to signify that PTN and Sub-Agent are independent contractors. Sub-Agent shall use PTN brand name on business forms and advertising only after obtaining PTN prior written consent to such use.  PTN will not unreasonably withhold, delay, or condition such use. 
2. Access and Programs. PTN hereby further grants Sub-Agent a limited, non-exclusive, and non-assignable right to access the supplier agreements and commission programs of PTN by making reservations using PTN’s CLIA and IATAN numbers. The access granted by this paragraph shall also terminate simultaneously with the termination of this Agreement and/or the termination of any agreement with Contractor (whichever comes first). 
3. Seller of Travel License. PTN maintains a Seller of Travel license in California, Florida, and Washington. If Sub-Agent offers travel services to clients residing in California, Florida or Washington State, Sub-Agent  may be required to register as a Seller of Travel and to comply with bonding and/or trust account requirements for sales to clients located in those jurisdictions. Sub-Agent shall not use PTN’s credentials for travel bookings or products sold to clients residing in Hawaii since PTN does not maintain a Seller of Travel license in that state. Accordingly, Sub-Agent shall either comply with the foregoing requirements or shall register as a Seller of Travel under the applicable state law or laws. It is the responsibility of Sub-Agent to check with the applicable government authorities regarding consumer protection laws. PTN also strongly recommends that Sub-Agent consult a local attorney and/or governmental agency to ensure compliance. 

3. SUB-AGENT RESPONSIBILITIES 

1. Generally. A subagent shall be defined as an individual or entity independent of Contractor and of PTN, selling travel with access to some or all of the following: (1) access to Contractor’s clients or leads (if agreed to by Contractor), (2) receipt of a commission split directly from Contractor for bookings, and/or (3) access to PTN supplier education, confidential information, trade secrets and/or materials. Subagent is not an employee of PTN and is considered an Independent Contractor. Contractor shall be responsible and liable for any and all intentional, or unintentional acts, failure to act, negligence, and errors and omissions of Sub-Agent. 
2. Initial Start-up and Monthly Service Fee Paid to PTN. In addition to executing this Agreement, Sub-Agent must pay the initial start-up fee of $1,149 to receive access to PTN’s services, resources, and suppliers as an independent contractor affiliated with PTN. Sub-Agent must also complete an automatic bank draft authorization form or provide a card on file authorizing PTN to auto-draft or pay via Sub-Agent’s card on file $49 per month on the 1st of each month for a service fee. Contractor may choose to pay the service fee in one payment in lieu of monthly payments. Contractor will receive a one-month concession for paying the service fee in full for an annual year; amounting to $539.00.

The monthly Service Fee is subject to change by PTN for any renewal period, upon a 30-day notice to Sub-Agent. Non-payment of the Service Fee, either by not maintaining a card on file, insufficient funds (or decline), or a compromised account, will result in a non-refundable late fee of thirty dollars ($30) in addition to the standard Service Fee if not corrected and paid in full within five (5) business days of the renewal date. If after a notice is provided and Sub-Agent is fifteen (15) days past the renewal service fee due date, PTN may terminate this agreement with cause, or suspend access to the PTN portal.  To reconnect to the portal, Sub-Agent will incur a reconnection fee of ninety-nine dollars ($100.00), in addition to all other outstanding fees (non-refundable late fee, and Service Fee). 

1. Method of Client Payment. The preferred method of payment that Sub-Agent can accept is a credit/debit card which must be processed with the supplier. Sub-Agent must be Payment Card Industry Data Security Standard (“PCI DSS”) compliant on all transactions. PCI DSS is a set of security standards designed to ensure that all companies that accept, process, store, or transmit credit card information maintain a secure environment.  Sub-Agents are NOT permitted to pay for a client’s trip using Sub-Agent’s personal card, Sub-Agent’s company credit card, Contractor’s personal card or Contractor’s company credit card. Client’s credit card information must only be given directly to the supplier for payment. All credit card charges shall be processed through PTN's merchant account or the supplier's merchant account. Sub-Agent can call in the payment over the phone or online, depending on the supplier and the booking type. To prevent credit card fraud, Sub-Agent shall obtain a signed credit card authorization form and an agreement to PTN’s Terms and Conditions from each client prior to making any payment towards client’s booking, and for every payment made. Sub-Agent shall never accept cash or checks from clients for any payments. Sub-Agent shall remit all supplier checks directly to PTN. PTN shall not be liable or obligated to pay Sub-Agent any commissions.  All Commissions shall be paid to Sub-Agent pursuant to Sub-Agent’s agreement with Contractor directly from Contractor.
2. Credit Card Transaction Liability. When a Sub-Agent’s client uses a credit card as a form of payment, Sub-Agent and Contractor are solely responsible for all client authorizations for each transaction. Sub-Agent and Contractor are responsible for all disputed, declined, or fraudulent charges associated with the client/s they book and/or manage payments for. PTN shall share no liability resulting from any client credit card transaction. 
3. Sub-Agent Liability. Sub-Agent shall be liable for all non-payment, chargebacks, debit memos, and other liabilities pertaining to Sub-Agent’s business, including but not limited to hidden-city ticketing, back-to-back ticketing, split ticketing, one-way travel on a roundtrip ticket, reservation churning, duplicate reservations, and reservations for a fare for which the client does not qualify. Sub-Agent shall also be liable for violations of the U.S. Department of Transportation codeshare, full-fare, and other regulations governing the sale of travel. PTN shall charge Sub-Agent’s credit card for any amounts due under this Section 3 and to deduct any such amounts from Contractor’s commission payment/s regardless of whether Sub-Agent or Contractor managed the booking. PTN shall provide Contractor and Sub-Agent written notice of any deductions and provide Contractor ten (10) business days to resolve any issues related thereto. If the Contractor or Sub-Agent fails to resolve such deductions within ten (10) business days after PTN’s written notice, PTN may proceed with the said charge or deduction.
4. Chargeback Disputes. Sub-Agent is responsible for informing Contractor and PTN of any chargebacks it receives. If Sub-Agent does not believe the chargeback to be valid, documentation to dispute the claim with the merchant must be furnished to the merchant, Contractor, and PTN’s administrative team within three (3) days. There is a $75 charge assessed to Sub-Agent for PTN assisting in a chargeback/dispute with the signed approval from Sub-Agent. PTN will help to avoid the chargeback or dispute, but ultimately Sub-Agent and Contractor are responsible to know and understand the various rules. Any credit card dispute between Sub-Agent, Contractor and Contractor’s client/s is subject to the cardholder’s terms and conditions. In any case, Sub-Agent and Contractor are responsible for payment of any dispute memo within fourteen (14) days. The best way to remain protected against a chargeback/dispute is a form that has the following: 

1. Client’s name, address, phone number, and email
2. Last four (4) digits of credit card, name, and expiration date
3. Charged amount
4. Signature (electronic is sufficient) 
5. Acknowledgement of understanding the Terms and Conditions
6. Remind the client who the charge will be from on their credit card statement

1. No Authority To Bind. Unless authorized in writing by the other party, neither party shall sign, consent to, or state that it is authorized to sign or consent to any contract on behalf of the other party and shall not sign any agreement on behalf of the other party. 
2. Sub-Agent Indemnification. Promptly upon demand, Sub-Agent shall defend, indemnify, and hold harmless PTN and its directors, officers, shareholders, agents and employees and other independent contractors of PTN (collectively, the “Indemnified Parties”) for:

1. Any and all liabilities, obligations, costs, expenses, attorneys’ fees, losses, damages, claims or deficiencies arising out of or related to any act, omission or occurrence of Sub-Agent, or its employees, sub-agents, or independent contractors of Sub-Agent, including any claim for the payment or performance or nonperformance of any and all obligations or liabilities of Contractor, its employees, sub-agents, or independent contractors of Sub-Agent of each and every nature whatsoever. 

(ii) Any and all liabilities, obligations, costs, expenses, losses, damages, claims or deficiencies resulting, directly or indirectly, from any misrepresentation or omission, breach of warranty or nonfulfillment of any covenant, condition or agreement of Sub-Agent contained in this Agreement or in any certificate, instrument, agreement, guarantee or other document furnished or to be furnished to PTN hereunder or in connection with the transactions contemplated hereby.

(iii) Any and all actions, suits, proceedings, demands, assessments, and judgments relating, directly or indirectly, to the foregoing, and any and all costs and expenses reasonably incurred (including, by way of example and not limitation, all legal and accounting fees and court costs) incidental, directly or indirectly, to the foregoing. 

(iv) The foregoing indemnification obligation shall survive termination of this Agreement.

1. I. Booking & Client Management Requirements. Sub-Agent is responsible for assuring the trip details are accurate before a reservation is booked. Sub-Agent shall use PTN’s reservation tracking software to input all bookings, this will ensure that all data for Sub-Agent’s benefit is in PTN’s back-office systems for commission management and payments. Sub-Agent must submit each booking into PTN tracking software within fifteen (15) days following the booking confirmation. PTN reserves the right to deduct Forty Dollars ($40) from the net commissions payable to Contractor on bookings not correctly submitted into PTN’s reservation tracking software or charge a $40 fee to the Agent’s card on file with the PTN. In no event shall any bookings submitted after the date of travel or for which commission research is requested 60 days after the travel date be commissionable to the Contractor (and thereby Sub-Agent). 

Sub-Agent shall use PTN’s name, the specific credential required by the vendor as listed on such vendor’s supplier information page when booking travel for its clients. Sub-Agent shall also use PTN’s Seller of Travel number and similar numbers when required. All payments must be routed through the respective supplier and submitted to PTN. Sub-Agent shall be responsible for making all Bookings for its clients directly with the travel vendors, either electronically or telephonically. Sub-Agent must identify as an Independent Contractor of PTN and provide the Sub-Agent’s legal name and legal name of the host agency, Pickles Vacations, LLC DBA Pickles Travel Network. Also, PTN’s telephone number, (972) 951-8000, and other credentials as requested.

1. Errors & Omissions Insurance. Sub-Agent shall be listed as an additional insured under Contractor’s Errors and Omissions Insurance (E&O Insurance) with a minimum of $1 million in coverage. Sub-Agent may obtain additional coverage independent of Contractor. Contractor shall provide proof of an active policy with Sub-Agent listed as an Additional Insured to PTN at the inception of the policy, and within 48 hours upon written request from PTN.  PTN shall be, at all times, listed as an Additional Insured on Sub-Agent’s E&O policy, should it decide to obtain one. Sub-Agent is responsible for paying any annual, quarterly, or monthly dues owed to maintain the E&O policy, in addition to any deductible/s should any claim/s be made. 

Additional Insured Policy Information: 

Pickles Travel Network
4261 E. University Dr. #30-505
Prosper, TX  75078

1. Sub-Agent Communication. Sub-Agent shall communicate any and all grievances, questions concerning this Agreement, payments, commissions, adding suppliers, changing suppliers, or any other business-related concerns or questions to Contractor.  Contractor shall communicate by submitting a ticket in the Pickles Travel Network portal, via email to: support@picklestravelnetwork.com, or by scheduling a call and/or speaking with a representative of Pickles Travel Network on behalf of Sub-Agent. Sub-Agent shall at no time communicate any of the items listed above via social media, group chats, group boards, or any other method. 

1. Sub-Agent’s Use of PTN Suppliers. In an effort to maintain the Pickles Network brand and identity, and for the benefit of PTN independent contractors, we maintain a list of preferred suppliers (“Preferred Suppliers”). It is recommended that Sub-Agent only utilize PTN Preferred Suppliers for all bookings.  If a certain supplier is not listed, Sub-Agent shall contact PTN via a method per Section 3(J) above to discuss additional suppliers and access to additional suppliers that may not be listed on the Preferred Suppliers list.  
2. Ability to Hire Assistants. Sub-Agent retains the right to employ whatever assistants it may require at Sub-Agent’s expense in order to accomplish the goal of travel sales on behalf of Sub-Agent. These assistants may not, however, negotiate with travel suppliers on behalf of PTN unless they are also contracted with PTN. Assistants are also not permitted to utilize PTN tools, education information, or features to book or sell for their own benefit instead of on behalf of Contractor. Assistants shall not have access to PTN’s confidential or proprietary information (as set forth in Section 8 (A)) or educational access. If employees are hired, Sub-Agent shall be responsible for any government required taxes regarding employees and any additional insurance required by federal, state, county, and local laws and regulations. 
3. Ownership of Social Media Contacts and Accounts. Any social media contacts, including "followers" or "friends" that are acquired through Sub-Agent’s accounts (including, but not limited to email addresses, blogs, Instagram, Tik Tok, Facebook, YouTube, or other social media networks), used or created by Sub-Agent shall be considered Sub-Agent and/or Contractor’s property. PTN has no right or ownership interest to said accounts unless Sub-Agent utilizes PTN’s name, likeness, or branding in the account name, title, description or email address for the social media account, blog, website, or YouTube. 

4. COMPENSATION 

1. A. Payment. PTN shall have no obligation to pay commissions or any form of compensation to Sub-Agent.  Sub-Agent shall receive all commissions and compensation directly from Contractor pursuant to a separate agreement with Contractor of which PTN is not privy.  PTN shall have no liability for any commission payments received or not received by Contractor for Sub-Agent’s benefit.  If Contractor fails to pay or correctly pay Sub-Agent for any commission split owed, Sub-Agent shall have no recourse against PTN for any reason whatsoever. 
2. Planning Fees. Sub-Agent is able and entitled to collect 100% of any charged planning fees for planning services provided to its clients, subject to any agreement with Contractor. Sub-Agent and Contractor have full discretion in determining the appropriate planning fee for any booking and/or client.  However, Sub-Agent shall not input any planning fees into PTN’s tracking software and should collect said Planning Fee outside of PTN unless the client resides in a Seller of Travel State (California, Washington and Florida). Sub-Agent must receive their planning fee payment through Contractor and PTN for California, Washington and Florida. Any planning fees collected from clients in any of these states will be subject to Contractor’s commission split with PTN, subject to processing fees and paid to Contractor (not Sub-Agent). If Sub-Agent would prefer to maintain their 100% planning fee for clients located in California, Washington or Florida, Sub-Agent would need to obtain and maintain a Seller of Travel license independently and provide proof thereof to PTN prior to receiving any planning fee from any client directly and prior to booking any client who resides in California, Washington and Florida. Since PTN does not maintain a Seller of Travel license for the state of Hawaii, Contractor shall not sell travel to residents of Hawaii. 

5. FREE AND REDUCED RATE TRAVEL 

Sub-Agent shall have the opportunity to request free travel benefits (“Travel Benefits”) through PTN. PTN has no obligation to provide additional Travel Benefits to any Sub-Agent. However, Sub-Agent may submit a request to utilize Travel Benefits at any time, subject to Supplier requirements and restrictions. It is understood that the availability of free travel changes from time to time. If a limited number of authorizations are available to PTN, PTN reserves the right to withhold such authorizations for PTN’s needs.

PTN has a continued interest in maintaining the reputation of its brand.  As such, while on any familiarization trip (“FAM trip”), or while at a destination on a reduced travel agent rate, Sub-Agent shall, at all times, function as a professional and agree to PTN’s Code of Conduct prior to booking any travel arrangements for a FAM trip or a reduced travel agent rate through PTN’s credentials. 

           All Personal Travel bookings for Sub-Agent will be subject to the net commission agreed upon with Contractor. PTN has no obligation to pay Sub-Agent commissions for any bookings, including personal travel.  

6. EACH PARTY’S LEGAL STATUS

6. Standards and Licenses. In order to avoid jeopardizing PTN’s reputation and travel supplier arrangements, Sub-Agent shall: (a) adhere to all laws and ethical standards applicable to travel agencies and shall operate its business in a manner consistent with general accepted procedures in the industry; (b) have one or more personnel who meet the minimum annual revenue requirements needed to obtain and maintain a travel contractor card issued by IATAN or CLIA; (c) obtain and maintain all local and state licenses required of businesses in general and (if applicable) travel agencies in particular, such as Seller of Travel registrations; and (d) obtain and maintain liability insurance and errors and omissions insurance, if available in the market.           
7. Taxes. PTN shall not withhold or pay federal, state, or local income tax or payroll tax of any kind on behalf of Sub-Agent or employees of Sub-Agent and any subagents of Sub-Agent. Sub-Agent shall not be treated as an employee concerning the services performed hereunder for federal, state, or local tax purposes. PTN shall make no payments to Sub-Agent for any purpose. Each party shall be responsible for the payment of all taxes arising out of its performance of duties under this Agreement and any agreement with Contractor including, without limitation, federal, state, and local income taxes. Each party agrees to comply with any state employment and workers’ compensation laws applicable to its employees. Each party’s obligations under this paragraph shall survive termination of this Agreement. 
8. Benefits. As a self-employed individual, or separate entity, Sub-Agent shall not receive or earn any vacation, sick or PTO pay from PTN, and is not covered under the medical, dental, or vision plans. Sub-Agent is also not covered by any workers’ compensation or other insurance. Sub-Agent is responsible to maintain its own health insurance and E&O insurance at Sub-Agent’s sole cost.  Sub-Agent is therefore not entitled to any benefits from PTN, except for Travel Benefits as outlined in Section 5, and under Section 1(C). 
9. Place and Time of Work. Neither party shall be required to maintain set hours, work any set number of hours in any week, and/or spend time at any particular business location. 
10. Service for Others. Each party is free to seek out business opportunities, advertise, maintain a visible business location, and be available to work in the relevant market. 
11. Education & Mentorship. Sub-Agent will not be expected to receive any PTN education and mentorship and will be expected to perform under this Agreement based on Sub-Agent’s own methods and skills. All trade seminars or FAM trips that Sub-Agent attends shall be at their own expense.

7. TERM AND TERMINATION

6. A. Term and Termination for Convenience. The termination of this Agreement shall match the term of the Agreement with the Contractor under which the Sub-Agent will work. (i.e., If Contractor’s Agreement term ends on July 1, Sub-Agent’s Agreement shall also terminate on July 1). This Agreement shall automatically renew from year to year thereafter, unless Contractor or Sub-Agent gives PTN at least thirty (30) days’ written notice of non-renewal. Notwithstanding the foregoing, PTN or Sub-Agent may terminate this Agreement upon thirty (30) days’ written notice to the other Party. 
7. Termination for Cause. This Agreement may be terminated by either Party in the event the other Party breaches this Agreement and does not cure such breach within fifteen (15) days after receipt of written notice of such breach. Upon written notice, PTN may terminate this Agreement immediately following Sub-Agent’s disloyal, dishonest, or illegal act, if Sub-Agent misuses the PTN trade name licensed in this Agreement or if Contractor (under which Sub-Agent is working), is terminated for cause. 

In addition to breach of this Agreement, PTN reserves the right to immediately terminate this Agreement prior to the expiration of the term in the event of any of the following: (i) Sub-Agent violates an Seller of Travel Laws; (ii) Sub-Agent makes representations or attempts to bind PTN contractually in violation of this Agreement; (iii) Sub-Agent acts in a manner which interferes with PTN’s business activities; (iv) Sub-Agent or Contractor files for bankruptcy, is deemed physically or mentally incapacitated, or is deceased; or (v) Sub-Agent’s activities violate a non-compete or confidentiality agreement with Sub-Agent’s prior employer or other party. 

1. Effects of Termination. After termination of this Agreement, Sub-Agent shall cease and desist from using PTN’s name, credentials (without limitation, PTN’s IATAN or CLIA numbers), logo or other items referencing PTN on their websites, social media, emails, advertisements, and other materials. 

Termination may affect Sub-Agent’s right to commissions from Contractor. PTN shall have no liability resulting from any loss in commissions to Sub-Agent resulting from termination. All commission agreements shall be between Contractor and Sub-Agent.  

1. Transfer After Termination. During, and after the term of this Agreement, Sub-Agent shall refrain from transferring (or attempting to transfer) reservations from PTN to another travel Contractor or agency, and from inducing a client to cancel and rebook with another travel Contractor, or agency unless PTN expressly consents in writing to such transfer or cancellation and rebooking. Any and all transfer requests would need to be submitted to PTN by Contractor and not by Sub-Agent for approval. 

8. RESTRICTIONS

1. Confidential Information. Sub-Agent may have had access to proprietary, private and/or otherwise confidential information ("Confidential Information") of PTN. Confidential Information shall mean all non-public information which constitutes, relates, or refers to the operation of the business of PTN, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of PTN, and any and all trade secrets, customer lists, or pricing information of PTN. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Sub-Agent will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Sub-Agent, or divulge, disclose, or communicate in any manner any Confidential Information. Sub-Agent will protect such information and treat the Confidential Information as strictly confidential. 

Sub-Agent understands and agrees in return for receiving any information or materials written, verbal, or electronic concerning PTN and/or its affiliates, to keep secrets and not to divulge, disclose, or communicate, either directly or indirectly, to any person, firm, partnership, corporation, or any other entity whatsoever any information concerning the matters affecting or relating to the business of PTN and/or its agents or affiliates, including but without limitation to, trade secrets, selling, marketing and advertising procedures, past or present employees, past, present or pending clients, agents, subcontractors and affiliates, recruitment and education plans, compensation (including, without limitation, bonuses, incentives and commissions) daily operations, corporate policies and procedures, supplier and vendor commission and override contracts, or any other agreements with these suppliers and vendors, and any other information that PTN and its affiliates may deem confidential. Sub-Agent agrees not to act, or fail to act, in any manner either directly or indirectly, that may cause the disruption of business, direct any business away from, and/or to cause discord to the business of and/or business relationships of PTN and/or its affiliates and suppliers. Any such breach will result in immediate termination and forfeiture of unpaid commissions. 

The Confidentiality provision shall continue to be effective after the termination of this Agreement for a period of five (5) years. Upon termination of this Agreement, the Sub-Agent will return to the PTN all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Sub-Agent during the term of this Agreement that contain confidential information. Sub-Agent will not solicit, disclose, or access any Confidential Information from PTN or any of its employees, contractors or third parties except as may be authorized by PTN in writing. In addition, Sub-Agent agrees that it will use such Confidential Information only in the furtherance of this Agreement and will return such Confidential Information upon request to the disclosing party.

 This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal. 

1. Non-Solicitation. It is agreed that PTN shall not solicit or transact business with Sub-Agent’s active clients except as provided herein.  Sub-Agent agrees not to solicit or transact business with any of PTN’s active clients (which clients may include other PTN Contractor’s clients).  If there should be any client conflict of interest issues, they must be addressed to PTN immediately upon recognition of the conflict.  In the event Sub-Agent is terminated for cause, Sub-Agent’s clients serviced by Sub-Agent and that are booked, but have yet to travel, will become Contractor’s clients, unless Contractor is terminated for cause. Furthermore, if Sub-Agent terminates for convenience and opts not to service the client booking, Contractor shall be responsible to service the client booking.

During and pursuant to the terms of this Agreement, and for the period of twelve (12) months following the termination of this Agreement (whether with or without cause), both PTN and Sub-Agent agree not to solicit or transact business with any of the other PTN Contractors or PTN’s clients, respectively. For the period of twenty-four (24) months following the termination of this Agreement (whether with or without cause), Sub-Agent agrees not to solicit, offer or in any way or encourage any employee, consultant or Contractor of PTN to leave his or her employment, or terminate the consultancy/agency relationship as the case may be, with PTN. 

• Restrictive Covenants. Sub-Agent hereby represents and warrants that he/she is not aware of any obligations, legal or otherwise, that are inconsistent with the terms of this Agreement. Sub-Agent hereby represents and warrants that it shall not disclose to PTN, its owner/s, agents, contractors, clients and/or customers any proprietary information or trade secrets of others in the industry. 
• Non-Disparagement. The parties agree that they shall not at any time engage in any form of conduct, or make any statements or representations, whether in writing or orally, that disparage or otherwise impair the reputation, goodwill, or commercial interests of the other party. Notwithstanding the foregoing, nothing in this paragraph will prevent any person from making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (ii) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order such person to disclose or make accessible such information. Each of the parties agrees to notify the other of any statement that is required to be made as provided in the preceding sentence. Such notice will be given as much in advance of the making of such statement as is reasonably possible.

9. VIRTUOSO ACCESS 

PTN is a member in good standing with Virtuoso, Ltd., and by virtue or such membership PTN receives access to certain negotiated rates for the sale of luxury products and services.  Virtuoso provides unique and exclusive sales, marketing, and advertising services to Virtuoso Member Agencies.  Participation in Virtuoso related sales, marketing, and advertising is at the sole discretion of Sub-Agent, and may require additional cost, which is the sole obligation of Sub-Agent.  Virtuoso has set certain standards and terms of membership and business conduct between Member Agencies and Virtuoso, which Sub-Agent is required to adhere to if Contractor chooses to benefit from Virtuoso access and programs. 

1. Virtuoso Policy.  Sub-Agent who chooses to access Virtuoso, conduct all Virtuoso volume through one (1) Virtuoso Member Agency only and book all Virtuoso preferred supplier products through the Virtuoso Member Agency designated to accept all of Sub-Agent’s Virtuoso volume, Sub-Agent agrees and hereby designates PTN as its Virtuoso Agency, and not any other entity.  Sub-Agent further agrees not to have a Virtuoso login through more than one (1) Virtuoso Member Agency. 
2. Virtuoso Membership Standards. Virtuoso has established set Membership standards that must be adhered to. Sub-Agent agrees to abide by all of the applicable Virtuoso Membership Standards, including but not limited to the Membership Standards which prohibit Sub-Agent from improperly soliciting clients, employees, or other customers of another Virtuoso Member Agency on behalf of Sub-Agent or PTN. 
3. Virtuoso Bookings. Sub-Agent agrees that each booking made by Sub-Agent through the Virtuoso Member Agency credentials which originates with PTN shall remain with PTN, regardless of whether or not the travel has been deposited, partially paid, fully paid, or travel commenced, unless all parties (including Virtuoso Member Agencies, PTN, Sub-Agent and Contractor) agree that the booking be transferred, subject only to the transferability by the supplier. Commission payments due shall be paid directly to PTN and remain subject to the terms of this Agreement. 
4. Contractor Violations. If Sub-Agent violates Virtuoso Business Practice Guidelines and Standards, Sub-Agent shall be barred access to Virtuoso, as determined by Virtuoso, provided amenities related to client will not be impacted for travel already under deposit. Sub-Agent shall have no recourse against PTN and PTN shall have no responsibility or liability for any of Sub-Agent’s losses resulting from Virtuoso’s decisions in this matter, as they are at the sole discretion of Virtuoso. 

10. MISCELLANEOUS

10. Entire Agreement. This Agreement contains the entire agreement by and between the Parties relative to the business arrangement provided for herein. No amendment, waiver, or discharge of any provision of this Agreement shall be effective against any Party unless the parties agree in writing.
11. Compensation. Sub-Agent shall not be entitled to any payments from PTN for any work performed. All commissions or payments earned by Sub-Agent shall be paid by Contractor pursuant to a separate Agreement between Contractor and Sub-Agent, for which PTN is not privy. Sub-Agent shall not raise any claim for additional compensation not specifically set forth in this Agreement, including by way of illustration but not by way of limitation, implied authority, oral modification or agreement, estoppel, quantum meruit, or trade practice or custom.
12. Binding on Heirs and Successors in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns. 
13. Modifications. PTN reserves the right to modify the terms or this Agreement for any successive term, or immediately during any term to meet any statutory or regulatory requirements enacted or required to book travel. Sub-Agent may terminate this Agreement during any term (upon appropriate cancellation terms) with no refund for any fees incurred or received by PTN. If this Agreement is terminated for any reason during a paid term, there will be no refund due to Sub-Agent by PTN. 
14. E. Waiver of Breach. No failure or delay in exercising any rights or remedies according to this Agreement shall constitute a waiver of any other right or remedy pursuant hereto. Resort to one form of remedy shall not constitute a waiver of other available remedies. 
15. Execution in Part. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute this Agreement’s original. All of which, when taken together, shall constitute one and the same instrument. The parties hereto intend that facsimile or electronic copies of this Agreement’s fully executed counterparts shall be binding and enforceable. 
16. Severability. A ruling by any court that one or more of the provisions in this Agreement is invalid, illegal, or unenforceable shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been included.
17. Prevailing Party & Fees. If a suit is brought to enforce any of the provisions of this Agreement, then the prevailing party shall be paid by the other party all of the prevailing party’s costs and expenses of prosecuting and defending the suit, including, without limitation, the reasonable attorneys’ fees, court costs, and expenses of the prevailing party. 

I. Applicable Law. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of this Agreement and the transactions contemplated hereby (whether in contract, tort, or otherwise) shall be governed by the law of the State of Texas. With respect to any suit, action, or proceedings related to this Agreement (“Proceedings”), each party irrevocably (i) agrees that this Agreement shall be performable in Texas; and (ii) submits to the non-exclusive jurisdiction of the federal or state or county courts in Texas; and (ii) waives any objection which it may have at any time to the laying of the venue of any proceedings brought in any court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction.

Sub-Agent’s Full Name:   

Full Mailing Address: 

Email Address:  

Date Signed:

Pickles Vacations, LLC

DBA Pickles Travel Network

Stephanie Pickles 

4261 E. University Dr. #30-505

Prosper, TX  75078

info@picklestravelnetwork.com

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Document name: Independent Travel Contractor Sub-Agent Agreement

Unique Document ID: 4a0ea3d267cfc581bf1881c26a4623a5811c39ad

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Timestamp	Audit
November 15, 2023 2:17 pm CST	Independent Travel Contractor Sub-Agent Agreement Uploaded by Stephanie Pickles - enrollment@picklestravelnetwork.com IP 68.84.105.66

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