Independent Travel Contractor Sub-Agent Agreement
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
3. SUB-AGENT RESPONSIBILITIES
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).
(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.
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.
Additional Insured Policy Information:
Pickles Travel Network4261 E. University Dr. #30-505Prosper, TX 75078
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
7. TERM AND TERMINATION
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.
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.
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.
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.
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.
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:
Pickles Vacations, LLC
DBA Pickles Travel Network
4261 E. University Dr. #30-505
Prosper, TX 75078
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Document Name: Independent Travel Contractor Sub-Agent Agreement
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