Pickles Travel Network 70% Commission IC Agreement
INDEPENDENT TRAVEL CONTRACTOR AGREEMENT
THIS AGREEMENT (the “Agreement”) entered into on Today's Date . between Pickles Vacations, LLC, doing business as: Pickles Travel Network. (“PTN”) located at: 4261 E. University Dr. #30-505, Prosper, TX 75078 and of (“Contractor”).
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 Contractor to enter into this Agreement upon the terms and conditions hereinafter set forth; and
WHEREAS, Contractor engages in the sale of travel services to 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
A. Contractual Status. Contractor 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 them.
Contractor is an independent contractor, and by entering into this Agreement, Contractor is agreeing that it is not an employee of PTN. Contractor 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 Contractor in doing so. As stated in the Agreement, PTN reserves the right to terminate this Agreement. Contractor agrees to proceed diligently, faithfully, loyally, legally, and to use its best efforts in selling travel and all travel related products to clients.
B. Enrollment Requirements & Fees. By signing this Agreement, Contractor agrees and shall pay PTN a one-time, non-refundable start-up fee of either Eleven Hundred and Forty-Nine Dollars ($1,149) or Five Hundred and Ninety-Nine Dollars ($599) (“Start-Up Fee”). The $599 Start-Up Fee only applies to Careers on Vacation Students and Graduates and approved Contractors with a similar affiliated course. Contractor shall also pay a non-refundable monthly or yearly service fee (“Service Fee”) due on the same day when initially subscribed to:
Fifty-Nine Dollars ($59) per month (or discounted at Six Hundred and Forty-Nine Dollars per year ($649) if paid yearly). You agree to receive seventy percent (70%) of Revenue (as defined in Section 4(A) of this Agreement).
The service fee is subject to change by PTN for any renewal period, upon a 30-day notice to Contractor. 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 Contractor is thirty (30) 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, Contractor will incur a reconnection fee of one-hundred dollars ($100.00), in addition to all other outstanding fees (non-refundable late fee, and Service Fee). After 30 days of non-payment this Agreement shall terminate for cause.
C. PTN Inclusions. 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.
D. Risk of Loss/Profit Potential. Contractor assumes the risk of incurring a loss if the shared sales commission does not cover their business expenses. Similarly, Contractor enjoys the right to earn a profit yielded by commissions shared pursuant to this Agreement.
2. LICENSE, ACCESS, PROGRAMS, INSURANCE, AND SELLER OF TRAVEL
A. PTN License Use. PTN hereby grants Contractor a limited, non-exclusive, non-assignable license to use the PTN brand name to enhance the Contractor’s income and reputation in the industry. Contractor may use that brand name only to identify the Contractor’s services to its clients and in dealings with travel suppliers. Whenever Contractor uses the brand name, Contractor must also use the word “independent” or “affiliate” to signify that PTN and Contractor are independent contractors. Contractor 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.
B. Access and Programs. PTN hereby further grants Contractor a limited, non-exclusive, and non-assignable right to access the supplier agreements and commission programs of PTN by making reservations for Contractor’s clients using PTN’s CLIA and IATAN numbers. The access granted by this paragraph shall also terminate simultaneously with the termination of this Agreement.
C. Seller of Travel License. PTN maintains a Seller of Travel license in California, Florida, and Washington. If Contractor offers travel services to clients residing in California, Florida or Washington State, Contractor 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 unless Contractor: (a) is an individual (not a corporation, limited liability company, or partnership); (b) sells travel only through PTN; and (c) refrains from accepting any money from the client except for credit card payments payable to the travel supplier. Contractor 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, Contractor 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 Contractor to check with the applicable government authorities regarding consumer protection laws. PTN also strongly recommends that Contractor consult a local attorney and/or governmental agency to ensure compliance.
D. Corporation/Company Registration. Contractor is required to operate as a Limited Liability Company or Corporation.
E. Subagents. If Contractor seeks to employ or maintain contractors as subagents working under Contractor, they must receive written approval from PTN for any and all prospective subagents. A subagent shall be defined as an individual or entity independent of Contractor and of PTN, selling travel under Contractor with access to some or all of the following: (1) access to Contractor’s accounts, (2) access to Contractor’s clients or leads, (3) receipt of a commission split from Contractor for bookings, and/or (4) 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 of Contractor. Contractor shall be responsible and liable for any and all intentional, or unintentional acts, failure to act, negligence, and errors and omissions of any subagent. In the event of a chargeback, offset or additional liability resulting from Contractor’s subagent, Contractor shall be responsible to PTN for any balance due as set forth below in Section 3(C) and (D).
3. CONTRACTOR RESPONSIBILITIES
A. Method of Payment. The preferred method of payment that Contractor can accept is a credit/debit card which must be processed with the supplier. Contractor 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. Contractors are NOT permitted to pay for a client’s trip using Contractor’s 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. Contractor can call in the payment over the phone or online, depending on the supplier and the booking type. To prevent credit card fraud, Contractor 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. Contractor shall never accept cash or checks from clients for any payments. Contractor shall remit all supplier checks directly to PTN, which shall pay out any commissions owed to Contractor per the commission split set forth in Section 4.
B. Credit Card Transaction Liability. When a Contractor’s client uses a credit card as a form of payment, the Contractor is solely responsible for all client authorizations for each transaction. Contractor is responsible for all disputed, declined, or fraudulent charges associated with the client/s they book and/or manage payments for.
C. Contractor Liability. Contractor shall be liable for all non-payment, chargebacks, debit memos, and other liabilities pertaining to Contractor’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. Contractor shall also be liable for violations of the U.S. Department of Transportation codeshare, full-fare, and other regulations governing the sale of travel. Contractor hereby authorizes PTN to charge Contractor’s credit card for any amounts due under this Section 3 and to deduct any such amounts from Contractor’s commission payment/s. PTN shall provide Contractor written notice of any deductions and provide Contractor ten (10) business days to resolve any issues related thereto. If the Contractor fails to resolve such deductions within ten (10) business days after PTN’s written notice, PTN may proceed with the said charge or deduction.
D. Chargeback Disputes. Contractor is responsible to dispute any chargebacks it receives. If Contractor does not believe the chargeback to be valid, documentation to dispute the claim with the merchant must be furnished to the merchant and PTN’s administrative team within three (3) days. There is a $75 charge assessed to Contractor for PTN assisting in a chargeback/dispute with the signed approval from Contractor. PTN will help to avoid the chargeback or dispute, but ultimately Contractor is responsible to know and understand the various rules. Any credit card dispute between Contractor and Contractor’s client are subject to the cardholder’s terms and conditions. In any case, the Contractor is 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:
E. 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.
F. Contractor Indemnification. Promptly upon demand, Contractor 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:
(i.) 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 Contractor, or its employees, sub-agents, or independent contractors of Contractor, 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 Contractor 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 Contractor 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.
G. Contractor Booking & Client Management Requirements. Contractor is responsible for assuring the trip details are accurate before a reservation is booked. Contractor shall use PTN’s reservation tracking software to input all bookings, this will ensure that all data for Contractor’s benefit is in PTN’s back-office systems for commission management and payments. Contractor 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.
Contractor shall use PTN’s name, the specific credential required by the vendor as listed on such vendor’s supplier information page, and Contractor’s name when booking travel for Contractor’s clients. Contractor 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. Contractor shall be responsible for making all Bookings for its clients directly with the travel vendors, either electronically or telephonically. Contractor must identify as an Independent Contractor of PTN and provide the Contractor’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.
H. Errors & Omissions Insurance. Contractor shall obtain and maintain their own Errors and Omissions Insurance (E&O Insurance) with a minimum of $1 million in coverage. Contractor shall provide proof of an active policy 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 Contractor’s E&O policy. Contractor 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 Network4261 E. University Dr. #30-505Prosper, TX 75078
I. Contractor Communication. Contractor shall communicate any and all grievances, questions concerning this Agreement, payments, commissions, adding suppliers, changing suppliers, or any other business-related concerns or questions by submitting a ticket in the Pickles Travel Network portal, via email to: email@example.com, or by scheduling a call and/or speaking with a representative of Pickles Travel Network. Contractor shall at no time communicate any of the items listed above via social media, group chats, group boards, or any other method.
J. Contractor’s Use of PTN Suppliers. In an effort to maintain the Pickles Network brand and identity, and for the benefit of PTN Contractors, we maintain a list of preferred suppliers (“Preferred Suppliers”). It is recommended that Contractor only utilize PTN Preferred Suppliers for all bookings. If a certain supplier is not listed, Contractor shall contact PTN via a method per Section (I) above to discuss additional suppliers and access to additional suppliers that may not be listed on the Preferred Suppliers list.
K. Ability to Hire Assistants. Contractor retains the right to employ whatever assistants it may require at Contractor’s expense in order to accomplish the goal of travel sales on behalf of Contractor. 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, Independent Contractor shall be responsible for any government required taxes regarding employees and any additional insurance required by federal, state, county, and local laws, and regulations.
L. Ownership of Social Media Contacts and Accounts. Any social media contacts, including "followers" or "friends" that are acquired through Contractor’s accounts (including, but not limited to email addresses, blogs, Instagram, Tik Tok, Facebook, YouTube, or other social media networks), used or created by Contractor shall be considered Contractor’s property. PTN has no right or ownership interest to said accounts unless Contractor 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.
A. Payment Percentages. Contractor shall be entitled to the following percentages of Revenue (as defined below) received by PTN on sales:
(1) Full Service by Contractor: 70% of Revenue received during the preceding month on sales for which Contractor provides substantially all consulting, reservations, and changes, and for which PTN has not provided any assistance.
(2) Services Completed by PTN: 0% of the Revenue in the event a booking is completed by PTN due to the Contractor not being available.
(3) Personal Bookings: Contractor shall be paid its standard net commission per Section 4(A)(1) & (2) above.
B. Definition. “Revenue” shall mean fees, commissions, or markups received from the airline, hotel, car rental, rail, cruise, tour, and insurance sales to Contractor’s clients for which: (i) PTN’s CLIA or IATAN number has been used; (ii) the client has paid in full; (iii) the supplier payment has been received during the previous month; and (iv) the client has completed travel. Sales shall include groups but only if an authorized representative of the PTN provides written approval of the group contract before the contract is signed. In the case of groups so authorized, Revenue shall be calculated after the group’s direct expenses.
C. Revenue Reporting. With each payment, PTN shall provide a written report identifying sales by client name, revenue received, and revenue outstanding, and showing how the total was derived. Contractor shall submit all disputes and questions concerning the report within thirty (30) days thereafter to firstname.lastname@example.org; otherwise, Contractor shall be deemed to have waived any dispute concerning the report. PTN may deduct amounts owed by Contractor or Contractor’s clients from any payment to Contractor, subject to the notice provision identified in this Section.
D. Planning Fees. Contractor is able and entitled to collect 100% of any charged planning fees for planning services provided to their clients. Contractor has full discretion in determining the appropriate planning fee for any booking and/or client. However, Contractor shall not input their planning fee into PTN’s tracking software and should collect said Planning Fee outside of PTN except for clients who reside in a Seller of Travel State (California, Washington, and Florida). Contractor must receive their planning fee payment through PTN for California, Washington, and Florida. Any planning fees collected from clients in any of these states will be subject to the standard commission split as outlined in Section 4, and subject to processing fees. If Contractor would prefer to maintain their 100% planning fee for clients located in California, Washington or Florida, Contractor 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
PTN shall accommodate reasonable and customary requests for free travel benefits (“Travel Benefits”) for Contractor whenever possible. All such requests must be submitted in writing to an authorized representative of PTN for approval. 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 shall pass through any incentives or awards earned by Contractor without any deductions if such incentives and awards are aimed at front-line Contractors. If we have to process a bonus check from a supplier then the standard commission split as outlined in Section 4 will apply.
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, Contractor 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 will be subject to the net commission rate as set forth in Section 4(A)(3) above. .
6. EACH PARTY’S LEGAL STATUS
A. Standards and Licenses. In order to avoid jeopardizing PTN’s reputation and travel supplier arrangements, Contractor 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.
B. Taxes. PTN shall not withhold or pay federal, state, or local income tax or payroll tax of any kind on behalf of Contractor or employees of Contractor and any subagents of Contractor. Contractor shall not be treated as an employee concerning the services performed hereunder for federal, state, or local tax purposes. Contractor shall deliver to PTN upon execution and delivery of this Agreement an IRS Form W-9 disclosing Contractor’s tax identification number. PTN requires Contractor establish a separate limited liability company, corporation, partnership, or other similar entity to conduct its travel business. Each party shall be responsible for the payment of all taxes arising out of its performance of duties under this Agreement, 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.
C. Benefits. As a self-employed individual, or separate entity, Contractor shall not receive or earn any vacation, sick or PTO pay from PTN, and is not covered under the medical, dental, or vision plans. Contractor is also not covered by any workers’ compensation or other insurance. Contractor is responsible to maintain its own health insurance and E&O insurance at Contractor’s sole cost. Contractor is therefore not entitled to any benefits, except for Travel Benefits as outlined in Section 5, and under Section 1(C).
D. 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.
E. 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.
F. Education & Mentorship. The Contractor will not be expected to receive any PTN education and mentorship and will be expected to perform under this Agreement based on Contractor’s own methods and skills. All trade seminars or “fam trips” that Contractor attends shall be at their own expense.
7. TERM AND TERMINATION
A. Term and Termination for Convenience. The initial term of this Agreement will be one (1) year from the date of Contractor’s signature and will automatically renew from year to year thereafter, unless one Party gives the other Party at least thirty (30) days’ written notice of non-renewal.
Notwithstanding the foregoing, either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party. Following termination, Contractor shall only be eligible for commission payments under Section 4 for sales made prior to the effective termination date.
B. 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. In addition, upon written notice to the other party, either party may terminate this Agreement immediately following the other party’s disloyal, dishonest, or illegal act. PTN may also terminate this Agreement immediately upon written notice if Contractor misuses the PTN trade name licensed in this Agreement. If this Agreement terminates for cause, then no further payment of any commissions will be made after the date of termination, but each party’s duties under Sections 3(C) and 8 will still be in effect.
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) Contractor violates an Seller of Travel Laws; (ii) Contractor having received a commission directly fails to make a payment due to PTN within fourteen (14) days; (iii) Contractor’s payment card on file declines and Contractor does not respond within five (5) days to rectify the payment issue; (iv) Contractor makes representations or attempts to bind PTN contractually in violation of this Agreement; (v) Contactor acts in a manner which interferes with PTN’s business activities; (vi) Contractor files for bankruptcy, is deemed physically or mentally incapacitated, or is deceased; or (vii) Contractor’s activities violate a non-compete or confidentiality agreement with Contractor’s prior employer or other party.
C. Effects of Termination. After termination of this Agreement, Contractor 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.
D. Transfer After Termination. During, and after the term of this Agreement, Contractor 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. PTN, in its sole discretion, may consent to such transfer if: (a) Contractor agrees in writing to remit to PTN the amount of money corresponding to PTN’s share of compensation within 15 days after Contractor receives compensation for such sale from Contractor's new host or the supplier; and (b) Contractor is otherwise in full compliance with this Agreement. In the event of such transfer, PTN may withhold any amounts due to Contractor until Contractor makes such payments to PTN.
A. Confidential Information. Contractor 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. The Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. The Contractor will protect such information and treat the Confidential Information as strictly confidential.
Contractor 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. Contractor 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 Contractor will return to the PTN all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Contractor during the term of this Agreement that contain confidential information. Contractor 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, Contractor 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.
B. Non-Solicitation. It is agreed that PTN shall not solicit or transact business with Contractor’s active clients except as provided herein. Contractor agrees not to solicit or transact business with any of PTN’s active clients (which clients may include other 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 Contractor is terminated for cause, Contractor’s clients that are booked, but have yet to travel will become PTN’s clients, and PTN is not in violation of this section. Furthermore, if Contractor terminates for convenience and opts not to service the client booking, said client/s become PTN’s clients and PTN shall not be in violation of this section.
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 Contractor 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), Contractor 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.
C. Restrictive Covenants. Contractor 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. Contractor 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.
D. 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 of 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 Contractor, and may require additional cost, which is the sole obligation of Contractor. Virtuoso has set certain standards and terms of membership and business conduct between Member Agencies and Virtuoso, which Contactor is required to adhere to if Contractor chooses to benefit from Virtuoso access and programs.
A. Virtuoso Policy. Contractors who choose 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 Contactor’s Virtuoso volume, Contractor agrees and hereby designates PTN as its Virtuoso Agency, and not any other entity. Contractor further agrees not to have a Virtuoso login through more than one (1) Virtuoso Member Agency.
B. Virtuoso Membership Standards. Virtuoso has established set Membership standards that must be adhered to. Contractor agrees to abide by all of the applicable Virtuoso Membership Standards, including but not limited to the Membership Standards which prohibit Contractor from improperly soliciting clients, employees, or other customers of another Virtuoso Member Agency on behalf of Contractor or PTN.
C. Virtuoso Bookings. Contractor agrees that each booking made by Contractor 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, 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.
D. Contractor Violations. If Contractor violates Virtuoso Business Practice Guidelines and Standards, Contractor shall be barred access to Virtuoso, as determined by Virtuoso, provided amenities related to client will not be impacted for travel already under deposit. Contractor shall have no recourse against PTN and PTN shall have no responsibility or liability for any of Contractor’s losses resulting from Virtuoso’s decisions in this matter, as they are at the sole discretion of Virtuoso.
A. 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.
B. Sole Compensation. The payments called for under this Agreement shall be the sole compensation to which Contractor shall be entitled from PTN for all work performed by it under this Agreement. Contractor 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.
C. 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.
D. 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. Contractor may terminate this Agreement during any term (upon appropriate cancellation terms) with no refund of the Start Up Fee or Service Fees. If this Agreement is cancelled for any reason during a paid term, there will be no refund due to Contractor.
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.
F. 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.
G. 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.
H. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date signed below.
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Pickles Vacations, LLC
DBA Pickles Travel Network
4261 E. University Dr. #30-505
Prosper, TX 75078
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Document Name: Pickles Travel Network 70% Commission IC Agreement
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