This Independent Travel Agent Agreement ("Agreement") is made and entered into as of [Date] by and between Voyages By Kim ("Voyages"), located at [Voyages By Kim Address], and [Agent Name], residing at [Agent Address] ("Agent").
WHEREAS, Voyages is a travel agency and is in the process of establishing itself as a host agency, providing support and resources to independent travel agents; and
WHEREAS, Agent desires to affiliate with Voyages as an independent contractor to sell travel services to the public;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Relationship of Parties:
Agent is an independent contractor of Voyages and not an employee, partner, joint venturer, or agent of Voyages for any purpose whatsoever.
This Agreement does not create an exclusive relationship. Agent is free to engage in other business activities, provided they do not conflict with the terms and conditions of this Agreement.
Agent is solely responsible for all of their own business expenses, including but not limited to marketing, insurance, office supplies, and communication costs, unless otherwise agreed to in writing by Voyages.
Agent is responsible for all applicable federal, state, and local taxes associated with compensation received under this agreement.
2. Scope of Services:
Agent shall solicit, market, and sell travel services to customers on behalf of Voyages.
Agent shall adhere to all applicable laws, regulations, and industry standards in the sale of travel services.
Agent shall accurately represent the services offered by Voyages and its suppliers.
Agent is responsible for providing excellent customer service and addressing client inquiries promptly.
Agent will use Voyages' designated booking platforms and follow established procedures for booking travel arrangements. Voyages will provide training and support on these systems.
3. Term and Termination:
This Agreement shall commence on [Start Date] and shall continue for a term of one (1) year, automatically renewing for successive one-year terms, unless terminated as provided herein.
Either party may terminate this Agreement with thirty (30) days written notice to the other party.
Voyages may terminate this Agreement immediately upon written notice if Agent breaches any material term of this Agreement, including but not limited to failure to remit funds, misrepresentation of services, or violation of applicable laws and regulations.
Upon termination of this Agreement, Agent shall immediately cease using Voyages' name, trademarks, and other proprietary information. Agent will also return all confidential information and materials belonging to Voyages.
4. Compensation:
Agent shall receive a commission based on the gross sales of travel services booked through Voyages' suppliers, according to the commission schedule attached as Exhibit A. Voyages reserves the right to modify the commission schedule with thirty (30) days written notice.
Commissions will be paid to Agent within 30 days of Voyages' receipt of commission payment from the supplier.
Voyages will provide Agent with a monthly statement of commissions earned.
Voyages, as a growing host agency, is committed to increasing commission splits as the agency expands and achieves higher revenue levels. Voyages will review commission splits annually and consider adjustments based on performance and overall agency profitability.
5. Fees:
Setup Fee: Agent shall pay a one-time, non-refundable setup fee of $199.
Monthly Fee: Agent shall pay a monthly fee of $55, payable on the first of each month. This fee covers access to Voyages' support team, booking platforms, marketing materials, and back-office services. Voyages reserves the right to adjust this fee with 30 days advance written notice.
6. Voyages' Responsibilities:
Voyages will provide Agent with access to its industry accreditations and supplier relationships.
Voyages will provide back-office support, including accounting, commission tracking, and supplier payments.
Voyages will provide initial and ongoing training and support to Agent.
Voyages will use commercially reasonable efforts to assist Agent in resolving any disputes with suppliers.
7. Intellectual Property:
Agent acknowledges that Voyages By Kim owns all rights, title, and interest in and to its name, trademarks, logos, and other intellectual property.
Agent is granted a limited, non-exclusive license to use Voyages By Kim intellectual property solely for the purpose of performing services under this Agreement.
Agent shall not use Voyages' intellectual property in any manner that could damage Voyages' reputation or goodwill.
8. Confidentiality:
Agent agrees to hold confidential all confidential information of Voyages, including but not limited to customer lists, pricing information, marketing strategies, and business plans.
Agent shall not disclose any confidential information to any third party without Voyages' prior written consent.
9. Insurance:
Agent is responsible for maintaining their own errors and omissions insurance and any other insurance required by law. Voyages recommends that Agent secure adequate insurance coverage.
10. Indemnification:
Agent agrees to indemnify and hold Voyages harmless from any and all claims, losses, damages, liabilities, and expenses (including attorney's fees) arising out of or relating to Agent's performance of services under this Agreement, including but not limited to Agent's negligence, misrepresentation, or violation of any law or regulation.
11. Limitation of Liability:
In no event shall Voyages By Kim be liable to Agent for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement, even if Voyages has been advised of the possibility of such damages.
Voyages' total liability to Agent under this Agreement shall not exceed the amount of commissions paid to Agent during the twelve (12) months preceding the date of the claim.
12. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles.
13. Dispute Resolution:
Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Germantown, MD.
14. Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
15. Amendments:
This Agreement may be amended only by a writing signed by both parties.
16. Severability:
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
17. Notices:
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Voyages By Kim Representative Signature:
Kimberly McNamee