IC Agreement Annual

 

 

 

 

 

IC Agreement Annual

June 7, 2023

 

 

 

 

 

 

 

 

 

 

That Blonde Travels, LLC

Document Sender: Lauren Bailey

Signer: Lauren Bailey

 

 

 

INDEPENDENT CONTRACTOR AGREEMENT

 

This Agreement, entered into on this June 7, 2023 between That Blonde Travels, LLC (That Blonde Travels) and [Insert name of the IC] of [insert address of the IC], (IC).

 

WHEREAS, THAT BLONDE TRAVELS is engaged in the business of a travel agency which sells family travel, packaged travel, tours, all inclusive, cruises, and other travel related items;

WHEREAS, THAT BLONDE TRAVELS has and does enjoy the goodwill of the public and a reputation for fair dealing with the public; and

WHEREAS, it is deemed to be to the mutual advantage of THAT BLONDE TRAVELS and the IC to enter into this agreement upon the terms and conditions hereinafter set forth; and

WHEREAS, the Independent Contractor will sell travel services as an affiliate of THAT BLONDE TRAVELS;

 

NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, the undersigned hereby enter into the following agreement:

 

Contractual Status. The IC is an independent contractor, and by entering into this IC Agreement is agreeing that the IC is not an employee of THAT BLONDE TRAVELS. The IC is required to conduct business in compliance with all statutory and regulatory requirements as may be required by law, without reliance upon THAT BLONDE TRAVELS. This IC Agreement sets forth the requirements of the IC’s booking of travel with THAT BLONDE TRAVELS. The IC agrees to be bound under the terms of this IC Agreement in doing so. As stated in this IC Agreement, THAT BLONDE TRAVELS reserves the right to terminate this IC Agreement. IC agrees to proceed diligently, faithfully, loyally, legally, and to use his/her best efforts in selling travel, tours, all inclusive, and other travel related items to customers.

 

Enrollment Requirements and Terms

By signing this contract, IC is agreeing to twelve (12) consecutive months of service on an annual continuing basis. IC shall pay a non-refundable yearly service fee due on the same day when initially subscribed of Three- Hundred Dollars ($300.00). This fee covers the cost of setting up all internal accounts, supplier user accounts and credentials or registration for IC with suppliers, user credentials for VacationCRM, Agent Universe access and Agent Profiler account. This fee includes:

  • Annual fee includes VacationCRM subscription, access to Agent Universe, Agent Profiler account for sales leads, marketing and advertising opportunity participation, in-office and other training for products and services as available, E&O insurance, guidance and advice for
  • Support/mentor to answer
  • Access to CLIA
  • IC shall be responsible for any charges or tuition charged by Opportunity to attend TLN annual conference at IC’s expense.

If contract is canceled, except in the case of breach, at any time during the year, IC will receive the lesser of half the unused fee, prorated to the end of the month in which cancellation occurs, or $100. This service fee is subject to change by THAT BLONDE TRAVELS for any renewal period, upon 30-day notice to the IC. THAT BLONDE TRAVELS reserves the right to modify the terms of this IC Agreement for any successive term, or immediately during any term to meet any statutory or regulatory requirements enacted or required to book travel. The IC may terminate this IC Agreement during any term (under appropriate cancellation terms) with no refund of the service fees. If this IC Agreement is canceled for breach during the paid year, there will be no refund due to the IC.

 

IC Will Provide Their Own Business Supplies and Be Responsible for Their Own Expenses. IC shall provide their own business cards which can identify the IC as an affiliate of THAT BLONDE TRAVELS and other promotional materials and shall otherwise be responsible for all expenses incurred in performing their duties under this IC Agreement.

 

Place of Work. The IC may choose where the work is to be performed.

 

Hours. IC may work whatever hours they desire. There are no set office hours that must be maintained by the IC. The IC is not required to attend office meetings or training sessions.

 

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

 

No Entitlement to Vacation or Health Benefits or Insurance as IC. As a self-employed individual, the IC shall not receive or earn any vacation, sick, or PTO pay from THAT BLONDE TRAVELS and is not covered under the medical, dental, or vision plans. IC is also not covered by any workers’ compensation or other insurance (except E&O). If E&O coverage is provided, IC is still encouraged to purchase their own E&O Coverage. IC is responsible to maintain its own insurance at IC’s sole cost.

 

IC Shall Be Responsible for Filing All Taxes. The IC agrees to be responsible for all federal, state, and local payments related to the commissions received from THAT BLONDE TRAVELS. IC agrees to be fully responsible for complying with all federal, state, and local laws in connection with performance of this IC Agreement, including, but not limited to, payment of any estimated or other federal, state, or local income taxes, payment of applicable charges for social security, FICA, worker’s compensation, and obtaining any required state or local licenses or registration as a self-employed Seller of Travel/IC. IC is also responsible for taxes and Social Security for any employee(s).

 

IC agrees to indemnify and hold THAT BLONDE TRAVELS harmless for any assessments against THAT BLONDE TRAVELS because of any failure by IC to properly pay federal, state, or local income taxes (including estimated tax payments) and file returns in connection therewith, or to pay social security, FICA, or worker’s compensation. A 1099 statement for tax purposes will be issued to the IC.

 

Contracts and Authority to Bind. The IC has no authority to bind, obligate, or commit THAT BLONDE TRAVELS by any promise or representation to perform services other than the transactions covered by this IC Agreement.

 

Restrictions and Conditions. The usage of THAT BLONDE TRAVELS’s credentials, logos, trade names, and proprietary names by the IC is solely for the IC and those who have been granted express permission by THAT BLONDE TRAVELS. The IC shall not divulge or otherwise allow any other party to use such credentialing or to allow for the usage of THAT BLONDE TRAVELS’s credentials in which someone other than the IC is claiming a portion of commission earned under this Agreement.

 

Duty of Loyalty. An IC who is affiliated with THAT BLONDE TRAVELS is presumed to have a duty of loyalty to THAT BLONDE TRAVELS. THAT BLONDE TRAVELS reserves the right to terminate any IC who is employed with another travel agency or travel supplier.

 

Responsibilities of IC.

  • Respond to all client correspondence within 24 hours. IC’s clients should not have to call THAT BLONDE TRAVELS due to not being able to reach booking
  • IC shall be responsible for assuring accuracy of booking and reservation information and communicating same to Agency in a timely fashion, not to exceed four (4) working hours from time such booking or reservation is made. Booking and reservation information shall include but not be limited to transmitting any and all client names that comply with any applicable governmental regulation, law, or statute regarding proof of citizenship, date of birth, passport number or other information required by any governmental agency or the supplier. Failure to provide accurate information that requires additional administrative work to correct or remedy shall incur a minimum charge of $5.00 per correction plus any penalties or fees charged by the supplier. The IC shall be responsible for such fees and penalties in total even if the amount exceeds the commission due for the
  • Independent contractor will conduct themselves in a professional manner in email correspondence, text, phone calls, social media, and This includes being truthful with information to client.
  • Independent Contractor WILL NOT unintentionally/intentionally mislead a client with information concerning pricing, refunds, rebating, gifts or any other items that leads the client believe they will
  • It is the responsibility of the IC to inform THAT BLONDE TRAVELS immediately of address, phone number, and name change of the
  • Independent contractor will have client documentation on travel insurance decision. Each client must have signed or digitally signed either “yes” or “no” for travel insurance and travel Waiver document. If travel insurance is not purchased and a waiver was not signed by the traveler then IC hereby accepts full responsibility for client dissatisfaction, refund requests, and damage to the reputation of THAT BLONDE TRAVELS and IC. Failure to cooperate with this Section is considered a material breach and allows THAT BLONDE TRAVELS to immediately terminate this Agreement, and IC agrees to the forfeiture of all due
  • IC shall not use any data received from Agency in any way that would be detrimental to the interests of Agency or
  • IC shall be responsible for making bookings and reservations, and canceling same, should the need arise, with the Any penalties, charges, or inability to secure rates promised by IC to client
  • arising from failure by the IC to comply with Supplier’s requirements and policies shall be paid by the IC in whatever amount shall be required, regardless of the amount of commissions or other payments dues to IC. No communication, written or verbal, to Agency by IC regarding bookings, cancellations, or rates, shall be deemed to make Agency responsible, in whole or in part, for acts of omission or commission by
  • IC shall be responsible for answering and addressing any and all questions or concerns raised by client regarding bookings or reservations. This shall include, but not be limited to, dining assignments, airline seat assignments, communication to supplier of special occasions such as birthdays and anniversaries, special health needs or dietary Agency and supplier agree to provide information and assistance to IC in fulfilling this responsibility to the extent possible. If Agency or any employee of Agency responds directly to a client inquiry or request for information, the commission structure for assisted reservations shown in Schedule A shall apply.
  • IC shall communicate to Agency and supplier any changes requested by client and communicate to client any charges or costs for making such Such changes will be communicated to Agency within 4 hours. If Agency or any employee of Agency makes requested changes with supplier on behalf of IC or client the commission structure for assisted reservations shown in Attachment A shall apply.
  • IC will transmit all travel documents, tickets, and other information to client at his or her expense. If Agency shall transmit documents directly to client, the cost will be for the IC’s account at incurred

 

IC Business Ownership. The IC shall bear all risks financially for their marketing, phones, delivery, premium mail services, client gifts, print costs, business cards, letterhead, invoices, office suppliers, auto expenses, legal fees, accounting fees, bad debts, mistakes in tickets or documents, quotes or collections, up-front client deposits, business travel expenses, if employees are hired, FICA, SDI, unemployment tax, and workmen’s compensation insurance and hold THAT BLONDE TRAVELS harmless therefrom. It is the sole responsibility of the IC to pay for repairs of personal property used for business purposes (e.g. personal computers, tablets, smart phones, printers, etc.). The IC shall obtain any necessary business license, Employee Identification Numbers, and withhold properly for any of their employees, holding THAT BLONDE TRAVELS harmless. The IC agrees to follow the rules and laws of outside agencies governing the travel industry, including, but not limited to: the state of West Virginia, the US Government, county and local governments, National Do Not Call Registry, CLIA, and all travel suppliers. Any violation of these rules is the sole obligation of the IC. The IC hereby agrees to indemnify and to hold THAT BLONDE TRAVELS harmless from any such obligation arising from their violations of a governing body.

 

Seller of Travel. If the IC offers travel services to clients residing in California, Hawaii, Florida, and Washington State, IC 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. Accordingly, IC shall register as a Seller of Travel under the applicable state law or laws. It is the responsibility of the IC to check with the applicable government authorities regarding these consumer protection laws. THAT BLONDE TRAVELS also strongly recommends that the IC consult a local attorney and/or any governmental agency to ensure compliance.

 

IC’s Right to Hire Assistants. The IC retains the right to employ NON-BOOKING assistants at IC’s expense. These assistants can assist the IC with items such as marketing, customer service, and bookkeeping. The IC assumes all legal and financial responsibility for these assistants. If an IC wants to bring on a Sub-agent or partner, this person must enroll and qualify as a participating agent or IC with THAT BLONDE TRAVELS.

 

  1. IC Sale of Travel

 

Compliance Requirement. All tickets and documents furnished by IC for IC’s clients will comply with all local, state, and federal laws. It is the IC’s responsibility to check with their local and state governments to make sure they are compliant in their area. All tickets and travel sold by the IC are to be provided in the name of disclosed suppliers such as airlines, cruise lines, hotels, tour companies, and car rental companies. THAT BLONDE TRAVELS shall not be liable to any IC client, and IC expressly agrees to indemnify and to hold THAT BLONDE TRAVELS harmless from any claim or demand made by an IC’s client. The IC is solely responsible for any misquotes or any monies due because of an IC’s error. Quotes, pricing, disclosed or undisclosed defaults, supplier bankruptcies, and correct information for clients are the sole responsibility of the IC. ICs are not permitted to collect funds from clients under the pretense that clients then will receive special offers or discounts. The IC is required to follow procedures mandated by THAT BLONDE TRAVELS, all travel suppliers, and all rules, regulations and statutes that mandate specific conduct, procedures, or manner, in which an IC must comply with all governmental laws.

 

Supplier Registration. The CONFIDENTIAL, CLIA NUMBER, TELEPHONE NUMBER, OR ANY OTHER IDENTIFICATION/CREDENTIAL THAT HAVE BEEN DISCLOSED TO THE IC ARE TO BE USED ONLY BY THE IC DURING THE TERM OF THIS AGREEMENT AND ONLY FOR THE PURPOSES OF THE AGREEMENT. THESE NUMBERS SHALL NOT BE DISCLOSED TO PERSONS EXCEPT SUPPLIERS AND CANNOT BE TRANSFERRED OR SOLD TO ANY THIRD PARTY. The IC can only use THAT BLONDE TRAVELS credentials (CLIA, Name, phone, etc.) to register with approved suppliers that THAT BLONDE TRAVELS has already registered with. IC may not use THAT BLONDE TRAVELS’s credentials to register with a supplier that THAT BLONDE TRAVELS is not registered with. The IC shall not use THAT BLONDE TRAVELS’s credentials to register with a supplier using the IC’s EIN or submitting their own W9. Under no circumstances shall the IC attempt to request on THAT BLONDE TRAVELS’s behalf to update or change any information in THAT BLONDE TRAVELS’s profile with any THAT BLONDE TRAVELS supplier. The IC is not permitted to change, delete, or add anything directly to THAT BLONDE TRAVELS’s credentials with a supplier. If it is found that an IC attempted to or knowingly made changes, this IC Agreement shall be terminated, and the IC shall, be liable to OFTC for monetary claim for intentional interference with THAT BLONDE TRAVELS’s business, and the IC shall pay to THAT BLONDE TRAVELS costs to collect such damages, including legal fees incurred prior to commencement of suit, THAT BLONDE TRAVELS’s litigation costs, and legal fees incurred in any Court action to collect such monetary damages.

 

Familiarization Trip Booking. Familiarization and reduced rate trips

 

Familiarization trips will be offered to IC as available, subject to conditions and restrictions set by THAT BLONDE TRAVELS and the supplier sponsoring the familiarization trip. All familiarization trip reservations will be done at cost determined by the supplier.

 

IC is responsible for any delivery charges or other exceptional charges associated with the reservation or booking.

 

IC agrees to abide by supplier conditions or reimburse supplier for failure to do so as set forth by the supplier.

 

IC hereby agrees to indemnify and hold harmless THAT BLONDE TRAVELS for IC conduct while participating in a familiarization trip that leads to IC expulsion from the trip, property damage, or which damages the image and/or reputation of THAT BLONDE TRAVELS. Any such conduct shall be cause for immediate contract termination of the Agreement.

 

Bookings for Self and Immediate Family. IC shall receive 100% of commissions paid on bookings made for IC’s travel subject to the following conditions:

  1. IC must be one of the travelers
  2. Reservations must be for IC and family members residing in the IC’s home
  3. IC shall receive 100% of commission for its booking and the appropriate percentage for the value of the trip if the IC traveling companion does not reside in the IC’s
  4. IC shall receive this benefit for each $25,000.00 in bookings, net of fees and taxes, to represent only the amount on which commissions are
  5. Self-booking benefit revenue amounts shall be cumulative g. – $150,000.00 in qualified bookings accrues six (6) reservation credits.
  6. DO NOT pay NET on your personal vacations or client’s If this occurs the THAT BLONDE TRAVELS has the right to a refund in the amount of the commission from the IC. THAT BLONDE TRAVELS has the right to immediately terminate the contract with the IC if this occurs.

 

If this policy is abused by any IC during the contract term of 1 year, then THAT BLONDE TRAVELS has the right to receive its portion of commission for any family bookings that year.

 

THAT BLONDE TRAVELS to Receive All Commissions. THAT BLONDE TRAVELS is entitled to a portion of all commissions paid for travel booked through leads provided to IC by THAT BLONDE TRAVELS. THAT BLONDE TRAVELS shall receive commissions as provided in the chart below. Independent Contractor must contact THAT BLONDE TRAVELS once they have reached their sales goal below in order to receive an increased commission rate.

 

Gross Annual Income On 12 Month Rolling Basis IC’s Percentage of Commission (net Ahoy Vacations’ any amenities, rebates, concessions, fees, or givebacks) Percentage of Commission
$0-9,999 70% 30%
$10,000-29,999 80% 20%
Above $30,000 90% 10%

 

Assistance with Bookings. For all bookings which require that Agency assist in servicing the booking, including but not limited to selection, answering client inquiries, inputting data into VacationCRM, commission paid to IC will be at 50% of the appropriate commission level indicated above.

 

IC Refers Clients Only. For all booking that the IC refers to the Agency and Agency handles all research, booking, data input, payments, or other activities associated with making and servicing a booking, IC will receive 10% of the commission paid on the booking.

 

Agency Generated Leads. For all leads supplied to IC by THAT BLONDE TRAVELS IC will receive 60% commission regardless of the commission payment structure above.

 

Timing of Commission Payments. THAT BLONDE TRAVELS will remit commission to IC when the following takes place: IC Service fee is current, clients have departed, and THAT BLONDE TRAVELS has received payment from suppliers. All shipping fees, chargebacks, disputes, foreign transaction fees, and other costs IC has incurred are deducted from the IC’s commission. THAT BLONDE TRAVELS will pay IC via direct deposit monthly by the 28th of each month as long as the commission paid requirements are met.

 

Outstanding Commissions. Each supplier has its own procedures and time frame for processing commissions. As suppliers pay THAT BLONDE TRAVELS, THAT BLONDE TRAVELS will reconcile each statement and remit payment to IC. If IC feels it should have already received the commission, Now IC may contact THAT BLONDE TRAVELS and provide the client’s name, dates, reservation or confirmation number and the supplier’s name for investigation.

 

Full and Final Payment from IC’s Client. The IC is solely responsible for making sure that the IC client’s payments are all made on time. In the event a travel payment is not made timely and a reservation is canceled, or late fees charged, it shall be the IC’s sole responsibility to pay or obtain payment from their client and submit such late fees and additional charges due the supplier as may be required by the supplier to reinstate or otherwise complete the booking.

 

Credit Card Transaction Liability. When the IC’s client uses a credit card, the IC is solely responsible for all cardholder signatures and obtaining cardholder authorization for each transaction. The IC is responsible for all disputed, declined, or fraudulent charges.

 

Method of Payment. The preferred method of payment that an IC can accept is a credit/debit card and must be processed with the supplier. The IC must be PCI DSS compliant on all transactions. The Payment Card Industry Data Security Standard 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. ICs are NOT permitted to pay for a client’s trip using the IC’s or IC’s company credit card. Client’s credit card information must be only given directly to the supplier for payment. The IC can call in the payment over the phone or online on the supplier’s website.

 

All Commissions Are Based Upon Payments on Full Gross Amount. The IC agrees that all payments to suppliers for any booking under THAT BLONDE TRAVELS credentials shall be for FULL GROSS Amount. The IC shall not conduct business with a supplier to pay Net Fare (cost of package less the commission). Net Fare arrangements are expressly prohibited under this Agreement. Commissions shall be based on FULL GROSS Amount. The FULL GROSS Amount is equal to the total amount due the supplier, including commissions to be paid. Any IC or agency of an IC making bookings for less than FULL GROSS Amount using THAT BLONDE TRAVELS credentials will be subject to termination of this Agreement. Further, THAT BLONDE TRAVELS may take action under this contract for breach.

 

Chargeback/Dispute. IC is responsible to dispute any chargebacks it receives. If the IC does not believe the chargeback to be valid, documentation to dispute the claim with the merchant must be furnished to the merchant and THAT BLONDE TRAVELS’s Administrative Team within three (3) days. There is a $75 charge assessed to the IC for THAT BLONDE TRAVELS assisting in a chargeback/dispute with the signed approval from the IC. THAT BLONDE TRAVELS will help to avoid the chargeback or dispute, but ultimately the IC is responsible to know and understand the various rules. Any credit card dispute between the IC and the IC’s client are subject to the cardholder’s terms and conditions. In any case, the IC is responsible for payment of any dispute memo within fourteen (14) days. The best way to remain protected against a chargeback/dispute is a credit card authorization form that has the following:

 

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

 

Client Refund. When a supplier has chosen to refund to IC the client refund amount, it is the IC’s responsibility to notify THAT BLONDE TRAVELS of this occurrence immediately so that proper steps are taken to ensure the funds are appropriately distributed.

 

Request by Client to Terminate their Relationship with IC. Although THAT BLONDE TRAVELS does not want to take over an IC’s booked clients, in the event an IC’s client contacts THAT BLONDE TRAVELS and wants to terminate their relationship with their IC, if the client has a reasonable explanation of why they want to change or terminate their relationship with their agent and transfer the booking to THAT BLONDE TRAVELS, THAT BLONDE TRAVELS reserves the right to take over the reservation, and provide it to another IC, and no commission will be paid to the IC who was terminated.

 

  1. Website Access and Logo

 

Responsibility Related to Equipment. THAT BLONDE TRAVELS is not responsible or liable and will be held harmless for any direct or indirect loss of business or inconveniences resulting from all functions, failures, downtime, or maintenance of any hardware, software, webpage hosting, telephone lines, cable lines, intranet, or internet. This includes any online tools, websites, or services. All computer hardware and software provided by third-party vendors or suppliers is not the responsibility of THAT BLONDE TRAVELS. Neither party shall be responsible for down times, delays, software failures, or nonperformance caused by acts of God or governmental authority, strike or labor disputes, breach of contract by suppliers, or any other cause beyond the reasonable control of that party.

 

IC’s use of THAT BLONDE TRAVELS’s Name, Logos, and Proprietary Names. THAT BLONDE TRAVELS’s trade names, logo, proprietary names, may not be used without the express written permission of THAT BLONDE TRAVELS. Use of THAT BLONDE TRAVELS’s name, logo, proprietary names, without written permission is a violation of this Agreement and IC acknowledges would cause THAT BLONDE TRAVELS direct, severe, and irreparable financial loss, hardship, and loss of brand integrity. Misuse of these items will result in immediate termination of this agreement and violators will be prosecuted.

 

Websites and Blogs. The IC is solely responsible to manage websites, social media and blogs responsibly. The IC should never include content deemed inappropriate, derogatory, or unrelated to the travel industry. If inappropriate links, images, or other content occur on the site, and are not removed upon request by THAT BLONDE TRAVELS, IC may be found in breach of this IC Agreement. Further, THAT BLONDE TRAVELS at its discretion may terminate this IC Agreement if such violation occurs.

 

Provisions Related to IC Clients.

 

The IC is responsible for their own clients. THAT BLONDE TRAVELS may, but shall not be required, to assist IC’s client or former client if:

  1. It has been deemed that the IC is unreachable and immediate assistance is needed.
  2. The client has contacted THAT BLONDE TRAVELS and has requested in writing their reason to terminate the relationship with their IC of which the IC will be given an opportunity to correct the concern.
  3. The IC passes away, becomes physically or mentally unable to perform their duties, or is no longer an IC with THAT BLONDE TRAVELS.

 

If any of these conditions should occur, IC agrees to forfeit any claim to any commission, and THAT BLONDE TRAVELS thereafter reserves the right to manage the client’s current booking and future bookings or reassign such bookings to another IC with no commission for such bookings being paid to the IC in forfeit, or the IC’s personal or estate representative.

 

Liability. IC is responsible for the validity and accuracy of all bookings and payments by clients of the IC. IC shall be responsible for any errors made directly by the IC or IC’s Employees during the course of selling travel. This includes misquoting a client or any misrepresentation made to the client about the travel services, which the client believes they are purchasing. IC will also be financially responsible for problems arising with reservations as a direct result of IC’s or IC’s Employees’ negligence and/or inability to make timely payments. If THAT BLONDE TRAVELS incurs any loss of revenue because of IC or IC’s employees’ errors or negligence, IC agrees to submit direct payment to THAT BLONDE TRAVELS within ten (10) days of request from THAT BLONDE TRAVELS. Likewise, if a problem or loss occurs as a direct result of THAT BLONDE TRAVELS’s error or negligence, THAT BLONDE TRAVELS will be fully and financially responsible to both the IC and their client.

 

Indemnification by IC. Promptly upon demand, IC shall defend, indemnify and hold harmless THAT BLONDE TRAVELS and its directors, officers, shareholders, agents and employees and other independent contractors of THAT BLONDE TRAVELS (collectively, the “Indemnified Parties”) for:

  • 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 IC, or its employees, sub-agents, or independent contractors of IC, including any claim for the payment or performance or nonperformance of any and all obligations or liabilities of IC, its employees, sub-agents, or independent contractors of IC of each and every nature
  • 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 IC contained in this Agreement or in any certificate, instrument, agreement, guarantee or other document furnished or to be furnished to THAT BLONDE TRAVELS hereunder or in connection with the transactions contemplated
  • 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
  • The foregoing indemnification obligation shall survive termination of this

 

Non-Disclosure, Non-Disruption, Confidentiality, Non-Compete/Non-Solicitation.

The IC understands and agrees in return for receiving any information or materials written, verbal, or electronic concerning THAT BLONDE TRAVELS 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 THAT BLONDE TRAVELS and/or its affiliates, including but without limitation to, trade secrets, selling, marketing and advertising procedures, past or present employees, past, present pending clients, agents, subcontractors and affiliates, recruitment and education plans, agent commission programs, 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 THAT BLONDE TRAVELS and its affiliates may deem confidential. The IC 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 THAT BLONDE TRAVELS and/or its affiliates. Any such breach will result in immediate termination and forfeiture of unpaid commissions. This clause to survive termination of this Agreement.

 

It is understood and agreed that THAT BLONDE TRAVELS agrees not to solicit or transact business with IC’s active clients except as provided herein. IC agrees not to solicit or transact business with any of THAT BLONDE TRAVELS’s active clients (which clients may include other IC’s). Any leads that were given to IC by THAT BLONDE TRAVELS are the clients of THAT BLONDE TRAVELS. If there should be any client conflict of interest issues, they must be addressed to THAT BLONDE TRAVELS immediately upon recognition of the conflict.

 

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 THAT BLONDE TRAVELS and IC agree not to solicit or transact business with any of the IC’s or THAT BLONDE TRAVELS’s clients respectively. For the period of twenty-four (24) months following the termination of this Agreement (whether with or without cause), IC agrees not to solicit, offer or in any way encourage any employee, consultant or IC of THAT BLONDE TRAVELS to leave his or her employment, or terminate the consultancy/agency relationship as the case may be, with THAT BLONDE TRAVELS.

 

Liquidated Damages. In the event Independent Contractor breaches the duties of the above Non- Compete/Non-Solicitation clause, Independent Contractor understands and agrees that Agency will suffer damages that cannot easily be determined at the at the time of execution of this Agreement; For this reason Independent Contractor agrees to pay for any clients taken in violation of this clause: an amount equal to the sum of: (i) 50% of the last two years of commissions generated from said THAT BLONDE TRAVELS clients; and (ii) Agency’s share of commissions due Agency for travel bookings transferred in violation of this Agreement. Similarly, for any Independent Contractors taken in violation of this clause Independent Contractor shall pay an amount equal to the sum of 50% of the last two years of commissions generated from the taken Independent Contractor.

 

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.

 

  1. Termination of this IC

 

Termination of IC Agreement by THAT BLONDE TRAVELS for Breach. In the event the IC fails to comply with the terms of this IC Agreement, THAT BLONDE TRAVELS may terminate the agreement with the IC. In the case of breach by the IC, all THAT BLONDE TRAVELS provided Clients will be immediately revoked and all of IC’s commission shall be forfeited in addition to any funds owed for funds directly received by the IC in violation of this IC Agreement or for monetary damages as may be owed to THAT BLONDE TRAVELS. In addition to termination of this IC Agreement for the reasons already stated herein, THAT BLONDE TRAVELS reserves the right to immediately terminate this IC Agreement prior to expiration of term, in the event of any of the following:

  1. The IC violates of any Seller of Travel Laws
  2. The IC having received a commission directly fails to make payment due THAT BLONDE TRAVELS within fourteen (14) days
  3. The IC makes representations or attempts to bind THAT BLONDE TRAVELS contractually in violation of this IC Agreement
  4. The IC or IC’s employees or agents makes public comments or postings which are derogatory of THAT BLONDE TRAVELS or its suppliers
  5. The IC acts in a manner which interferes with THAT BLONDE TRAVELS’s business activities
  6. The IC files for bankruptcy, is deemed physically or mentally incapacitated, or is deceased
  7. The IC activities violate a non-compete or confidentiality agreement with the IC’s prior employer or other party or
  8. Any other breach of the agreement.

 

Termination by Either THAT BLONDE TRAVELS or IC. Either party may terminate this agreement at any time by providing 30 days’ notice of termination to the other party.

 

If the contract is terminated for any reason, other than breach, by THAT BLONDE TRAVELS or by IC, IC will be offered an amended contract offering them the option to continue to pay a Thirty Dollars ($30) per month fee to THAT BLONDE TRAVELS to cover operating costs associated with the IC within THAT BLONDE TRAVELS. This will give IC access to the agency email and other materials. If the IC agrees to this amended contract, they will continue to service That Blonde Travels client leads and will agree to the same commission split on bookings made before the contract termination date. If IC does not agree to the amended contract, they will sign over their remaining reservations to THAT BLONDE TRAVELS and will forfeit all commissions related to those bookings.

 

Access to THAT BLONDE TRAVELS’s resources. Upon termination from THAT BLONDE TRAVELS, IC’s email accounts will become inactive unless the IC chooses to continue their monthly fees.

 

THAT BLONDE TRAVELS’s Credentials. Upon termination of this IC Agreement, IC shall cease and desist from using THAT BLONDE TRAVELS’s name, SOT number, logo, or other items referencing THAT BLONDE TRAVELS on their websites, Facebook, social media, emails, advertisements, and other materials.

 

Venue. Any controversy or claim arising out of or relating to this IC Agreement which either the IC or THAT BLONDE TRAVELS seek to file shall be in a court of competent jurisdiction in West Virginia.

 

Partial Validity. If any provision of this IC Agreement is held by a court of competent jurisdiction to be invalid, void, or not enforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner.

 

Law Governing IC Agreement. This agreement shall be governed in accordance with the laws of West Virginia without regard to conflicts of laws principles.

 

Reservation of Rights by THAT BLONDE TRAVELS to Amend Terms. THAT BLONDE TRAVELS reserves the right to make amendments to this IC Agreement. These amendments may be the result of policies and requirements of travel suppliers and government regulation beyond THAT BLONDE TRAVELS’s control. Amendments and/or changes to this IC Agreement shall be effective automatically thirty (30) days after electronic notification to the IC. Amendments and/or changes to commissions will not apply to any bookings made prior to the effective date of such changes provided that the IC has entered the booking in accordance with this IC Agreement. The IC shall be bound by the amendments as of their effective date, unless the IC elects to terminate the IC Agreement by providing written notice to THAT BLONDE TRAVELS of their election to terminate IC Agreement within ten (10) days of the effective date of such amendments.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused this Agreement to be executed by their respective officers thereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

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