2025 Independent Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT 

This Agreement is entered into on {date} between Mickey’s Dream Vacations, Inc, d/b/a Traveluxe, a travel agency, having its principal place of business in Chicago, IL 60655, hereinafter referred to as the Agency and {name} hereinafter referred to as the Independent Contractor. 

Recitals
WHEREAS, the Agency is engaged in the business of travel sales and the Agency hereby makes available the business opportunity to the Independent Contractor (self-employed) to act as an independent contractor outside salesperson for the Agency; and 

WHEREAS, the Agency is currently engaged in the aforementioned business and desires to engage the services of the Independent Contractor with a primary purpose of promoting and selling travel and the Independent Contractor agrees to act in such a capacity on behalf of the Agency form the date listed above until December 31, 2025; and 

NOW, THEREFORE, the Agency hereby engages the services of the Independent Contractor, and in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 

1.   Services: The Independent Contractor shall provide the following services for the Agency:  

1.1.  The Independent Contractor is hereby working with the Agency as a self-employed individual or entity to sell travel and travel services with the Agency. The Independent Contractor agrees to promote, plan, and reserve travel, collect payment/payment information, timely relate all relevant travel information to clients and act as a true customer service representative throughout the travel process. 

1.2.  Independent Contractor acknowledges the Agency is an Authorized Disney Vacation Planner with a focus on Disney Destinations. Independent Contractor agrees to promote Disney travel packages whenever possible to reach the desired travel goals of clients. In doing so, Independent Contractor agrees to follow all Agency and Disney policies and procedures relative to the promotion and sale of Disney travel packages. 

1.3.  Independent Contractor must update the TESS system with all booking information within 48 hours of booking. If a booking is not submitted correctly, Independent Contractor will forfeit all commissions that might otherwise be due. TESS must be filled out completely with all pertinent information. Independent Contractor agrees to keep TESS up to date as changes occur, as all commissions will be forfeited if this information is incorrect or missing. Any booking that is incorrect or missing information will be charged $25 for each occurrence. 

2.   Limitations: The Independent Contractor shall be limited in its provision of services as follows: 

2.1.  The Independent Contractor has no authority to change any rules, regulations, restrictions, or conditions with a supplier or vendor of the Agency. 

2.2.  The authority of the Independent Contractor is limited to that of reserving travel, collection, and immediately reporting funds to the supplier or vendor. The Independent Contractor shall contact the Agency prior to performance if there is any question as to whether an action falls outside the scope of these duties. Failure to do so may result in forfeiture of commissions at the sole discretion of the Agency. 

2.3.  The Independent Contractor may not make changes to the supplier confirmation numbers. 

2.4.  The Independent Contractor must always suggest travel insurance to all clients but must never attempt to explain the conditions of coverage. Independent Contractor must refer client to Travel Insurance Company. 

2.5.  The Independent Contractor must always maintain a courteous relationship with all suppliers’ reservation agents. 

2.6.  Independent Contractor must utilize their Agency email account when conducting all business as an Independent Contractor of Agency under this Agreement. Independent Contractor shall not use their personal email account or any other email account or signature block that does not identify them as an affiliate of the Agency. 

2.7.  Under no circumstances can the Independent Contractor use the Agency’s name or logo in any promotional materials, advertisements, business cards, or stationery unless approved in advance by the Agency. Nor shall Independent Contractor represent to any third party that Independent Contractor is a franchise or employee of the Agency. The Independent Contractor’s failure to abide by these restrictions will result in immediate termination of this Agreement. Independent Contractor’s breach of this covenant will forfeit all commissions as discussed below and will result in any other fees and costs as outlined in this Agreement and any available damages under the common law. If commissions are already paid out, then they will be returned for a breach of this provision or any other breach of this Agreement. 

3.     Performance: If the performance of the Independent Contractor is deemed by the Agency to not meet the Agency’s expectations, this Agreement may be terminated immediately, at the Agency’s sole discretion. 

4.     Commissions: As compensation for the services rendered by the above-named Independent Contractor under this Agreement, the Independent Contractor shall be entitled to commissions on sales as follows: 

4.1.   In General: The Travel Agency will retain its portion of any monies paid as commission by the supplier on bookings in which the Travel Agency’s CLIA and/or IATAN was used. The Independent Contractor shall be entitled to their percentage based on their current commission level of the gross commission received by the Travel Agency for sales of travel or services booked by the Independent Contractor. Most suppliers pay between 8%-22% commission on the total, pre-tax, trip cost and is paid to Travel Agency 30-60 days after return of travel by client. Independent Contractor is then paid their percentage of the gross commission based on current commission level. Such payment is contingent upon full receipt of commissions by the Agency from the travel supplier. Independent Contractor shall not be entitled to any commissions or funds not received from travel supplier. All expenses relating to these sales shall be borne by the Independent Contractor, unless otherwise agreed to in writing and signed by both the Agency and the Independent Contractor. The Independent Contractor shall be entitled to the following share of commissions based on his/her level. This includes all personal travel as well as clients that the Independent Contractor has brought to the Agency. Independent Contractor’s level(s) will be assessed on a yearly basis and are subject to either go up or down based on that assessment. 

These numbers are based on traveled sales in the previous calendar year. They will be increased throughout the year as needed. If your traveled sales go down, your commission percentage will be reduced at the end of the calendar year. New Agents start at Level 1. 

Level 1—$0-$85,000
70% of gross commission received

Level 2—$85,001-$300,000
75% of gross commission received 

Level 3—$300,001-$750,000
80% of gross commission received 

Level 4—$750,001-$1,200,000
85% of gross commission received 

Level 8—$1,200,001 or more
90% of gross commission received

It is understood that all expenses and costs of these sales shall be borne by the Independent Contractor unless agreed to in writing and signed by both parties to this Agreement. If the Agency must assume the Independent Contractor’s clients and/or bookings due to lack of performance, negligence and/or malfeasance on behalf of the Independent Contractor, then the Independent Contractor will forfeit any rights to said commission. The Agency reserves the right to modify commission levels depending on prevailing market conditions, supplier commission policies, and prevailing regulations. Independent Contractor will receive notice if and when these changes occur. 

4.2  Leads from the Agency: From time to time the Agency will provide the Independent Contractor with leads that have come into the Agency through word of mouth or through quote requests via the main Agency webpage and/or social media. These referrals are the Agency’s leads and are not brought in directly from the Independent Contractor. If the Independent Contractor agrees to service these clients, the Independent Contractor will receive a 50% commission split on all lead sales where the Agency referred the client to the Independent Contractor. 

4.3  Payment of Commissions Method: In order for an Independent Contractor to receive earned commission, it must submit all bookings by entering them into the Agency’s online document system. Reservations MUST be submitted and accurate within 48 hours of booking in order for the Independent Contractor to receive its earned commission. The above-named Independent Contractor shall be paid twice a month from commissions received by the Agency from its suppliers. The Agency will provide a direct deposit of the appropriate amount earned by the Independent Contractor less any expenses attributed to those sales, including postage for client documents. Independent Contractor will forfeit commissions if a booking is not entered prior to the client departure date. 

4.4  Commission Deductions: Independent Contractor will pay immediately any, and all penalties levied by suppliers (air, land, cruise, tour) due to IC error and will alert Agency immediately of any errors made by the Independent Contractor. In the case the Independent Contractor does not cover any penalty or client payments when due, the Independent Contractor authorizes Agency to use any and all means necessary to collect those funds from the Independent Contractor including having to obtain a judgment. 

4.4.1  If at any time the IC requires assistance with a client that is not related to being out of the office on agency business, the commission is reduced to 50%. 

4.4.2  Postage. All travel documents have the option of being directly sent to clients from our suppliers. ICs that do not take advantage of this option will have the postage deducted from their commission if the Traveluxe office must send these documents. There is an additional $5.00 handling fee charged for each set of documents that must be sent. 

4.5 Time Limit for Claiming Commissions After Date of Termination: All claims of the Independent Contractor for commission on sales, regardless of whether the sales are made by the Independent Contractor or others, are waived by the Independent Contractor if not made within thirty (30) days of the date of termination. 

6.   Term: This Agreement shall be for a period of 1 year commencing on the date entered into above on page 1 and ending on December 31, 2025. The Agreement shall renew for an additional 12-month term only upon mutual agreement by both parties. Either party desiring to renew the Agreement shall serve the other with written notice at least 30 days prior to the aforementioned expiration date of his/her intention to renew. This Agreement will renew upon written acceptance of the renewal by the other party before the expiration date. This Agreement may be terminated if either party serves the other with written notice at any given time. This Agreement shall continue thereafter until terminated by either party giving written notice to the other party. 

7.   Termination for Cause: Termination of this Agreement for cause by the Agency shall be warranted if the Agency reasonably believes the Independent Contractor has acted in a manner that negatively impacts the business and integrity of the Agency. In the case of Termination for Cause, immediate written notification by Agency to Independent Contractor will terminate this Agreement. Upon notification of termination, Independent Contractor will immediately cease all activities as an Independent Contractor under this Agreement, cease all representations as Independent Contractor, and return all credentials provided by or through association with the Agency. Termination may or may not result in the forfeiture by Independent Contractor of all commissions (whether paid or unpaid) as liquidated damages as defined below in this Agreement. 

7.1.   Termination of Contract by Travel Agency: If you fail to comply with any of these Terms & Conditions, the Agency may immediately terminate this Agreement. If the travel agency for any reason terminates your contract agreement, you will not be entitled to any refund of payments or administrative fees. All travel commissions earned by you may be withheld. The Agency reserves the right to cancel this Agreement at any time for any reason in its sole discretion and based on the following grounds: 

7.1.1.  The occurrence of circumstances that make it impossible or impractical for the business of the travel agency to continue. 

7.1.2. The willful or negligent breach of duty by the Independent Contractor during his/her performance under this Agreement. 

7.1.3.  The continued incapacity of the Independent Contractor to perform his/her duties. This includes, but is not limited to, improperly servicing clients, missed deadlines, not reading/responding to emails, or being unable to be contacted by the Agency, suppliers, clients, or potential client. 

7.1.4.  Failure of the Independent Contractor to meet Agency’s performance expectations. 

7.1.5.  The occurrence of Independent Contractor and the Agency’s inability to work together due to conflict. 

7.1.6. Misrepresentation.  

7.1.7. Dishonesty. 

7.1.8. Theft. 

7.1.9. Fraud. 

7.1.10. Identity Theft. 

7.1.11. Fraudulent Check Writing. 

7.1.12. Unauthorized use of client’s credit card(s). 

7.1.13. Unprofessional activities including but not limited to, using abusive language directed at clients, Agency, Agency employees and/or other Agency Independent Agents. 

7.1.14.  Inappropriate conduct, including, but not limited to, using abusive language, making slanderous comments and/or defamation of character towards the Agency at any travel industry event, including but not limited to, trade shows, seminars-at-sea, FAMS and agent events. 

7.1.15.  Disruption of Agency’s business, including but not limited to, written, verbal, or electronic adverse or derogatory communication through emails, chats, postings, blogging, bulletin boards, message boards or any other social medial medium (i.e., Facebook, Twitter, Instagram, Etc.). 

7.1.16. By the Travel Agency for any reason. 

7.2.   Termination by Independent Contractor: If the Independent Contractor wishes to terminate this Agreement at the end of the stated Agreement date, they can do so in writing. The Independent Contractor also can discontinue this Agreement at any time during the Agreement period by providing written notice to the Agency. At the time of receiving that written request, the Independent Contractor will have 6 days to contact all existing clients using a new contact email address as the Agency email address will be deactivated. If the Independent Contractor wishes to terminate this Agreement for any reason, he/she will not be entitled to any refund of payments or administrative fees. 

7.3.   Effects of Termination: In the event of the termination of this Agreement prior to the completion of its term specified herein, the Independent Contractor shall be entitled to the compensation earned by him/her prior to the date of termination as provided for in the Agreement computed pro rata up to and including that date. The Independent Contractor shall be entitled to no further compensation as of the date of the termination of the Agreement. Upon termination, the Independent Contractor must immediately surrender all agency identifies, i.e., CLIA card, IATA Card, which associates an affiliation of the Independent Contractor to the Agency. A terminated Independent Contractor is no longer allowed to utilize the benefits the Agency receives from its suppliers. Upon termination, the outstanding bookings of the Independent Contractor shall remain booked with the Agency. If at any time after termination the Agency needs to service any outstanding clients of the Independent Contractor, the Independent Contractor will forfeit all rights to any applicable commission(s). 

7.4.   Limitations on Independent Contractor After Termination of Agreement: Independent Contractor acknowledges the Agency’s business model is ground in the relationship between the Agency and its Independent Contractors. Any disruption in that relationship or the bookings of the Agency and Independent Contractor may have substantial financial impact upon the Agency which may be considered liquidated damages under section 7 of this Agreement. Independent Contractor hereby acknowledges and agrees to the following: 

7.4.1.  At all times this Agreement is in effect, and upon and after cancellation of the Agreement, Independent Contractor has no right to remove, transfer, or cancel for the purposes of rebooking with another agency or take any actions the result of which, would be the transfer of any of the Agency’s commission(s) from the Agency to another agency on any bookings. Independent Contractor shall not contact any clients whose travel has already been booked for the above purposes at any time. If this event occurs, the Independent Contractor shall pay to the Agency two times the commission which otherwise would have been retained by the Agency. 

7.4.2. Upon termination of this Agreement, Independent Contractor shall not contact any other Independent Contractor of the Agency for the purpose of enticing said Independent Contractor to leave the Agency or to book travel with another agency other than the Agency for a period of two years from the date of termination of this Agreement.

8.  Liquidated Damages: The following shall be construed as liquidated damages only and shall not in any way be deemed a penalty, but only a reasonable estimate of either the anticipated or the actual loss from breach of this Agreement. In the event that work is not performed by the Independent Contractor in a timely manner as specified herein, or Independent Contractor’s inappropriate actions, either while this Agreement is in force or after termination of this Agreement, are deemed by Agency to reasonably result in monetary damages to Agency, Agency will be entitled to retain any amount of unpaid commissions to cover all reasonable costs and expenses associated with Independent Contractor’s inappropriate actions or failure to act.  

9.   Fees:

9.1   Initial Training Fee: There is an initial $350 training and administration fee that is to be paid to the Agency with the Independent Contractor's signed contract. The initial $350 training fee covers the Agency's exclusive two-month training program as well as the initial administrative setup. If the Independent Contractor does not finish the complete training program, it will forfeit this fee and be dropped from the Agency's IC program. This fee covers the items listed in section 9.3 below through the end of the calendar year. 

9.2    Tess: Advanced Tess is required by every Independent Contractor. Advanced Tess is $25 per month and shall be paid directly by Independent Contractor. Independent Contractor must keep an active TESS account as part of this Agreement. Independent Contractor must also send out all the Agency's disclosures and credit card authorizations, obtain signatures, and retain signed copies of the same. This is not included in your yearly or startup fee. 

9.3    Annual Administration Fee: Upon each yearly renewal, there is an annual $350 renewal fee. This renewal fee is paid at the beginning of each calendar year and is due no later than December 15th of each calendar year.  The Annual Administration fee covers several operating costs that are crucial to the agency's infrastructure and includes the following benefits:

• Independent Contractor's support and mentoring available 7 days a week via phone or e-mail.
• Independent Contractor's continued training and technology costs.
• Microsoft Office Suite subscription including Agency branded email.
• Access to a Members' only community group with continued support from Agency as well as other agency Independent Contractors.
• Ability to apply for and obtain an IATA ID card after a minimum of $5,000 in commission. *The expense of joining IATA and enrolling in their certification programs is at the cost of the Independent Contractor and is not included in this administration fee.
• Access to the Agency logo, and marketing materials.
• $1,000,000 Errors and Omission Insurance Policy with $5,000 agent deductible.
• Access to the library of resources and proprietary information.
• Direct deposit
• Ongoing training with suppliers and support staff
• Booking tools
• Rewards programs
• Marketing
• And More

10.   Independent Contractor Status: Independent Contractor acknowledges that he/she is an Independent Contractor and is not an agent, partner, joint venture nor employee of the Agency. Independent Contractor shall have no authority to bind or otherwise obligate the Agency in any manner nor shall Independent Contractor represent to anyone that it has a right to do so. The Independent Contractor may make all decisions regarding where they perform their work and/or sales activity. The Agency does not require the Independent Contractor to work on the premises of the Agency, and is not required to answer the phones, or perform any other duties at the Agency’s office. The Independent Contractor has the right to work any number of hours he/she wishes to do so. Agency does not have a fixed number of hours that is required of the Independent Contractor. The Independent Contractor shall not be required to attend any meetings or training sessions except for the required onboarding and continuing education training courses. The Independent Contractor has the right to work his/her own schedule of hours. The Independent Contractor shall be financially responsible for his/her own business supplies and expenses, including but not limited to the day-to-day operations, TESS access, promotional materials and events, advertising, phone, business cards, etc. Independent Contractor shall otherwise be responsible for all expenses incurred in the performing his/her duties under this Agreement. The Independent Contractor assumes the risk of incurring a loss if his/her share of sales commissions does not cover the Independent Contractor’s expenses. Similarly, the Independent Contractor enjoys the right to earn profit yielded by the commissions shared pursuant to this Agreement. As a self-employed individual, the Independent Contractor shall not receive or earn any overtime, vacation, paid leave/lost time, paternity/maternity leave, or sick pay from the Agency and is not covered under the Agency’s life insurance, auto insurance, workers’ compensation, or group health insurance plans. Independent Contractor is encouraged to get your own workers’ compensation, life, auto, and group health insurance coverage at its own cost. 

11. Advertising: Independent Contractor agrees to seek the permission of the Agency prior to conducting any business advertising and agrees to comply with all vendor/supplier copyright and advertising regulations, agreeing to provide a copy of proposed advertisement prior to receiving approval. Independent Contractor is solely responsible for the cost of his/her own advertising with the understanding that there is no payment or reimbursement provided by Agency. 

12. Seller of Travel Laws: If the Independent Contractor operates, sells, or markets in a State that has a Sellers of Travel Law, the Independent Contractor agrees to abide by those applicable laws as currently written and/or amended. It is the responsibility of the Independent Contractor to check with the applicable government authority regarding these consumer protection laws. 

13. Payments from Clients and to Vendors: The Independent Contractor agrees that all credit card transactions are to be transacted and processed by the Independent Contractor directly with the supplier(s). All vendors/supplies have their own cancellation, deadlines and change policies. Independent Contractors are responsible for making sure that they and their clients are aware of supplier refund penalties and deadlines, if applicable. Independent Contractor authorizes Agency to use all means necessary to collect all penalties and cancellation fees incurred by the Independent Contractor’s negligence. Independent Contractor must post the GROSS amount of the sale or deposit and at no point should ever make a net payment to a vendor. If a net payment is taken or posted by the Independent Contractor, they will forfeit their commissions on that booking and their contract with the Agency will be terminated. The Independent Contractor may not at any time make a payment on a client’s booking with their personal or business check or credit card. In doing so will result in immediate termination of this Agreement. 

14. Ownership of Clients: The parties acknowledge that all clients introduced to the Agency by the Independent Contractor are and shall remain the property of the Independent Contractor. If the Independent Contractor shall cease to be associated with the Agency for any reason, all clients of the Independent Contractor shall be free to continue doing business with the Independent Contractor independently, the Agency, or any other travel agency. Any leads given to the Independent Contractor shall remain the property of the Agency. Independent Contractor agrees not to solicit or pursue current customers of the Agency, or any of its Independent Contractor’s clients for the purpose of having a business relationship. 

15.  Ownership of Bookings: Any bookings made with the Agency’s CLIA and/or IATA number are the property of the Agency. Independent Contractor may not move bookings to another agency in the event of termination or for any other reason. If the Independent Contractor leaves on their own free will or is terminated before the end of his/her contract any outstanding bookings shall remain a booking of the Agency. If an Independent Contractor is found trying to cancel and rebook or transfer any existing bookings to another agency this will cause the Independent Contractor to be terminated immediately and they will forfeit all commissions due to him/her. This will also allow for common law damages, and any applicable damages due to the appropriated business opportunities. If this event occurs, the Independent Contractor shall pay to the Agency two times the commission which otherwise would have been retained by the Agency.

16. Agency’s Name and Likeness: The Agency’s name and likeness shall only be used by Independent Contractor under the terms of this Agreement. Independent Contractor shall not use the Agency’s name or likeness in any form and/or medium to obtain sales outside of this Agreement. If Independent Contractor does so, then it will be liable under the terms of this Agreement and shall also be liable for all available legal remedies under this agreement, the common law, and any applicable statutes, regulations, and/or laws. IC agrees to identify themselves as an IC of the Agency in any advertising. 

17.  Taxes & Filling: The Independent Contractor shall take responsibility for complying with all local, state, and federal laws as they pertain to the performance of this Agreement. This shall require the Independent Contractor to obtain any or all necessary business licenses, state registrations, and to pay all tax payments (federal, state, and local income tax) as well as payments of any applicable fees or charges for social security, worker’s compensation, and FICA. Agency is not responsible for payment or withholding of such items as they pertain to renderence by the Independent Contractor. The Agency is not responsible or accountable for lack of payment or failure to pay the above-mentioned taxes & fees by the Independent Contractor. The Independent Contractor will be required to provide either an EIN number or social security number for tax reporting purposes. The Agency will provide a 1099 to the Independent Contractor at the end of the fiscal year as a record of the income that he or she received from Agency. 

18. Liability / General Provisions: The Independent Contractor is responsible for the validity and accuracy of all bookings and payments by clients of it. The Independent Contractor shall be responsible for any errors made directly by the Independent Contractor. This includes misquoting a client or any misrepresentation made to the client about the travel services which he/she is purchasing. The Independent Contractor will also be financially responsible for problems arising with reservations as a direct result of the Independent Contractor’s negligence and/or inability to make timely payments. The Independent Contractor shall remit to the Agency, upon demand, the full amount of any: unresolved credit card charge backs, dishonored checks or bank drafts, debit memos, or any other dishonored forms of payment resulting from bookings made and payments processed for clients of the Independent Contractor. If the Agency incurs any loss of profit because of the Independent Contractor’s errors and negligence, the Agency will withhold commissions due to the Independent Contractor until the Agency’s profits are restored. If commissions are not due to the Independent Contractor, the Agency will expect direct payment from the Independent Contractor. Likewise, if a problem or loss occurs as a direct result of the Agency’s error or negligence, the Agency will be fully and financially responsible to both the Independent Contractor and the client. The Agency will not be liable for any errors committed by the Independent Contractor and shall not be liable to Independent Contractor or any third party for any acts on behalf of the Independent Contractor. Independent Contractor does not and will not have the authority to bind, commit or obligate Agency or its partners or its affiliates, subsidiaries by any promise or commitments unless received specific expressed permission in writing for each individual transaction. In the event any lawsuit, claim, or other legal action is brought by a Third-Party against the Agency related to any allegations of the Independent Contractor’s errors and/or negligence, the Independent Contractor shall indemnify, defend, and hold harmless the Agency. This indemnification and hold harmless also encompasses the payment of defenses costs to an attorney of the Agency’s choosing. 

19. Non-Solicitation: During the term of this Agreement and for two years following its termination, Independent Contractor will not, directly, or indirectly, induce, attempt to induce, or aid others in inducing any person engaged by Agency to terminate their contractual relationship with Agency in order to render services to Independent Contractor or any third party. The Parties mutually acknowledge that such interference with contractual relationships will cause direct severe and irreparable financial loss and hardship to the Agency. During the term of this Agreement and for two years following its termination, Independent Contractor will not, directly, or indirectly, induce, attempt to induce, or aid others in inducing any client of the Agency to switch to the Independent Contractor or another’s services. The Parties mutually acknowledge that such interference with the Agency’s clients will cause direct severe and irreparable financial loss and hardship to the Agency. 

20. Confidentiality: The Independent Contractor understands that any programs, website enhancements, the Agency’s travel planner, quote templates, letter templates, and any other ways of doing business; lists, passwords, agency codes or other identifiable numbers belonging to the Agency or and any release or unauthorized use of that information is strictly prohibited. The confidential Agency identifier code(s), i.e., CLIA & IATAN numbers, that will be disclosed to the Independent Contractor is to be used only by the Independent Contractor and cannot be used after termination of this contract. This number cannot be disclosed to any other person except vendors/suppliers. Rights to use of these confidential numbers and their entitlements terminate with the termination of this Agreement. Disclosure of confidential information may result in immediate severance of this agreement and Independent Contractor forfeits any rights to outstanding commissions. All client lists are the property of the Agency and are confidential. I agree to keep all confidential information given to me by the Agency in the strictest confidence. I understand that breaking this confidentiality agreement is grounds for immediate termination of my contract with the Agency and will forfeit any rights to outstanding commission. It will also result in any common law damages, actual damages, and any liquidated damages discussed in this Agreement. 

21. Non-Disparagement: Independent Contractor shall not, at any time during or after the term of this Agreement, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Agency, the Agency’s subsidiaries, affiliates, respective officers, directors, employees, advisors, businesses, or reputations. 

22.  Rights of Parties Involved: Information on other Independent Contractors within Agency is not to be disclosed to other parties. Any bookings booked by other Independent Contractors are not to be disturbed by Independent Contractor. Information about other Independent Contractors is not to be disclosed to other parties. The other Independent Contractor’s information is not to be sold or given to other interested parties. Training materials, information given to Independent Contractor including passwords to websites, handbook, informational files, and other property of Agency is not to be shared with parties not contracted with Agency. Breach of this information will result in all available legal remedies. 

23. Agreement Change or Waiver: The Independent Contractor acknowledges that they have thoroughly read this Agreement and understands the Agency and its representatives make no statements, representations, or guarantees concerning sales or income that the Independent Contractor may make. 

24.  No Waiver: No waiver of any provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. 

25. Devotion of Time: The Independent Contractor shall devote such time to the performance of the duties under this Agreement as is reasonably necessary for a satisfactory performance. Should the Agency require additional services not Included in this Agreement, the Independent Contractor shall make a reasonable effort to provide the additional services and shall be compensated accordingly. 

26.  Insurance and Indemnification: The Independent Contractor shall indemnify, hold harmless, and defend the Agency from any claims, costs, expenses, or liabilities arising from any act or omission of the Independent Contractor or the Independent Contractor’s agents. The Agency carries Errors and Omission (E&O) insurance. If the Agency has to file a claim under its E&O insurance against the Independent Contractor, the Independent Contractor will be held responsible for any deductibles and/or legal fees involved. 

27. Merger/Integration Clause: This Agreement supersedes all other agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement, and no other agreement, statement, or promise relating to the subject matter of this Agreement that is not contained in this Agreement shall be valid or binding. 

28.  Assignment: Neither this Agreement nor any duties or obligations under this Agreement shall be assignable by the Independent Contractor without the prior written consent of the Agency. In the event of an assignment by the Independent Contractor to which the Agency has consented, the assignee or a legal representative shall agree in writing with the Agency to personally assume, perform, and be bound by the covenants, obligations, and agreements contained in this Agreement. 

29.  Successors and Assigns: Subject to the provision regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, legal representatives, successors, and assigns of the respective parties. 

30. Attorneys’ Fees and Costs: If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which he may be entitled. 

31. Governing Law: The validity of this Agreement and of any of its terms or provisions as well as the rights and duties of the parties under this Agreement, shall be governed by the laws of the State of Illinois. 

32. Amendment: This Agreement may be amended by the mutual agreement of the parties in a writing to be attached to and incorporated into this Agreement. 

33. Legal Construction: If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this Agreement.

Executed at {address} as of the day and year first above written.

Agency: Mickey’s Dream Vacations, Inc, d/b/a Traveluxe

By Margaret Kinnerk

[Margaret Kinnerk/ President]

 

{name}____________________________________
Independent Contractor Full Name