1. Services to Be Performed
MegaDo offers travel-related services and accommodation under the name “MaxaTours”. MegaDo will provide the Travel Agency with a non-exclusive license to offer MaxaTours. MegaDo further agrees to provide sales and marketing material to the Travel Agency for the purpose of promoting MaxaTours.
Travel Agency shall:
- offer MaxaTours to business and consumer clients as part of travel packages;
- offer MaxaTours at prices approved by MegaDo without exception;
- report all sales to MegaDo on a weekly basis; and
- shall provide MegaDo with full contact information for each client purchasing a MaxaTour.
2. Payment
In consideration for the services to be performed by Travel Agency, MegaDo agrees to pay the Travel Agency commissions at the following rates:
- Ten percent (10%) of the gross sales of MaxaTours sold by the Travel Agency. Invoices for commissions shall be generated each month and shall be paid by MegaDo no sooner than 60 days prior to travel and no later than the 15th of the month in which travel commences.
- Should a reservation associated with the Travel Agency be cancelled by either the Agency or by the traveler prior to 60 days prior to travel, no commissions will be paid.
- No commission shall be paid for travel booked by the Travel Agency using any offer, discount coupon, or code that does not explicitly provide for payment of commission.
3. State and Federal Taxes
MegaDo will not:
• withhold FICA (Social Security and Medicare taxes) from Travel Agency’s payments or make FICA payments on Travel Agency’s behalf
• make state or federal unemployment compensation contributions on Travel Agency’s behalf, or
• withhold state or federal income tax from Travel Agency’s payments.
Travel Agency shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Travel Agency is not a corporation, self-employment (Social Security) taxes. Upon demand, Travel Agency shall provide MegaDo with proof that such payments have been made.
4. Indemnification
Travel Agency shall indemnify and hold MegaDo harmless from any loss or liability arising from performing services under this Agreement.
The Travel Agency agrees to obtain and maintain adequate insurance with MegaDO as “Other Insured” for the duration of this agreement.
Upon MegaDo’s request the Travel Agent shall furnish proof of insurance for each month during the term of this travel agency agreement.
5. Term of Agreement
This Agreement will become effective when signed by both parties and will terminate on the earlier of:
One year from the date of this Agreement; or
The date a party terminates the Agreement as provided below.
This Agreement may be renewed for subsequent 1 year periods upon agreement of both Parties.
6. Terminating the Agreement
With reasonable cause, either MegaDo or Travel Agency may terminate this Agreement, effective immediately upon giving written notice.
Reasonable cause includes:
• a material violation of this Agreement, or
• any act exposing the other party to liability to others for personal injury or property damage.
OR
Either party may terminate this Agreement at any time by giving 30 days’ written notice to the other party of the intent to terminate.
7. Exclusive Agreement
This is the entire Agreement between Travel Agency and MegaDo.
8. Modifying the Agreement
This Agreement may be modified only by a writing signed by both parties.
9. Resolving Disputes
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Kankakee County, IL. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Kankakee County, IL. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
10. Proprietary Information.
Travel Agency acknowledges that it will be necessary for MegaDo to disclose certain confidential and proprietary information to Travel Agency in order for Travel Agency to perform duties under this Agreement. Travel Agency acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm MegaDo. Accordingly, Travel Agency will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of MegaDo without MegaDo’s prior written permission except to the extent necessary to perform services on MegaDo’s behalf.
Proprietary or confidential information includes:
• the written, printed, graphic, or electronically recorded materials furnished by MegaDo for Travel Agency to use
• any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that MegaDo makes reasonable efforts to maintain the secrecy of
• business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information
• information belonging to customers and suppliers of MegaDo about whom Travel Agency gained knowledge as a result of Travel Agency’s services to MegaDo other than customers of the Travel Agency, and
• information related to sales dates, special rate changes, and availability
Upon termination of Travel Agency’s services to MegaDo, or at MegaDo’s request, Travel Agency shall deliver to MegaDo all materials in Travel Agency’s possession relating to MegaDo’s business.
Travel Agency acknowledges that any breach or threatened breach of Section 14 of this Agreement will result in irreparable harm to MegaDo for which damages would be an inadequate remedy. Therefore, MegaDo shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Section 14 of this Agreement. Such equitable relief shall be in addition to MegaDo’s rights and remedies otherwise available at law.
11. No Partnership
This Agreement does not create a partnership relationship. Travel Agency does not have authority to enter into contracts on MegaDo’s behalf.
12. Applicable Law
This Agreement will be governed by Illinois law, without giving effect to conflict of laws principles.