This Travel Services
Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME]
(the "Travel Service provide"), a company organized and existing
under the laws of the [State/Province] of [STATE/PROVINCE], with its head
office located at:
[YOUR
COMPLETE ADDRESS]
AND: [SECOND PARTY NAME]
(the "Client"), a company organized and existing under the laws of
the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE
ADDRESS]
PREAMBLE
WHEREAS [YOUR COMPANY NAME]
is in the business of providing travel management and other travel agency
services;
WHEREAS the Client wishes to
obtain such services exclusively from [YOUR
COMPANY NAME] and [YOUR
COMPANY NAME] wishes to be the exclusive provider thereof to the Client,
subject to the terms and conditions of this Agreement;
NOW THEREFORE in
consideration of the mutual promises and covenants contained in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1.
DEFINITIONS
In this Agreement, except
where the context or subject matter is inconsistent therewith, the following
terms shall have the following meanings:
1.1
“Agreement” shall mean this
document and the annexed schedules which are incorporated herein together with
any future written and executed amendments.
1.2
“Associated Staff” shall
mean any officer, director, employee, agent, or student of the parties, and any
other person involved in the execution of this Agreement.
1.3
“Documentation” shall mean
all documents, regardless of form, relating to the Services.
1.4
“Material” shall mean any
and all information and materials, relating to a party’s business, given to the
other party from time to time for review, data processing, or for any other
reason, and all copies thereof regardless of form or storage medium, including,
but not limited to, documentation, notes, formulae, components, drawings, data,
flow-charts, plans, specifications, techniques, processes, algorithms, inventions,
prototypes, protocols, patent portfolio, preclinical and clinical studies,
contracts, marketing and other financial and business plans, business processes
and methods of doing business and includes all confidential and proprietary
information which is at any time so designated by either party, either in
writing or orally.
2.
SCHEDULES
2.1
The following Schedules are
attached hereto and are hereby incorporated by reference and made part of this
Agreement:
2.1.1
Schedule “A” – Services
2.1.2
Schedule “B” - Fees &
Payment
2.1.3
Schedule “C”- Service Level
Agreement
2.1.4
Schedule “D”- Other &
Risk/Reward Program Attachment
3.
SUBJECT/SCOPE OF AGREEMENT
3.1
[YOUR COMPANY NAME] will
provide the services described in
Schedule “A”, attached
hereto (the “Services”), to the Client according to the terms and conditions of
this Agreement. [YOUR COMPANY NAME] will use its best efforts, skill and
ability in performing the Services under this Agreement.
4.
RELATIONSHIP OF THE PARTIES
4.1
As [YOUR COMPANY NAME] is
undertaking to perform Services for the Client, and is doing so as an
independent contractor and not as an employee, agent, partner, or joint
venturer of the Client, [YOUR COMPANY NAME]’s fees will be limited to those
8stated in Schedule “B” to this Agreement. [YOUR COMPANY NAME] will not
participate in any of the Client’s employee benefit plans nor receive any other
compensation beyond that stated in such Schedule “B”, a copy of which has been
appended hereto and initialed by the parties for identification. [YOUR COMPANY
NAME] will not have any power or authority to bind the Client or to assume or
create any obligation or responsibility, express or implied, on the Client’s
behalf or in the Client’s name, and [YOUR COMPANY NAME] will not represent to
any person or entity that [YOUR COMPANY NAME] has such power or authority.
5.
[YOUR COMPANY NAME]’S STATUS
5.1
[YOUR COMPANY NAME] is an
independent contractor. The Client is not responsible for verifying the
existence or sufficiency of the qualifications, authorizations, permits or
licenses of [YOUR COMPANY NAME] and/or [YOUR COMPANY NAME]’s employees.
[COMPANY NAME] represents and warrants that [YOUR COMPANY NAME] and any
employees of [YOUR COMPANY NAME] are authorized to work and are not acting and
will not act during the term of this Agreement in violation of any applicable
laws and the regulations thereunder or any agreement it has entered into with a
third party. The parties will indemnify each other against any and all claims,
damages, losses and other liabilities including, but not limited to, fines,
penalties and/or attorneys’ fees incurred by the parties and/or either party’s
employees or agents are not authorized to perform all or part of the Services.
6.
FEES AND EXPENSES
6.1
The fees and payment for
[YOUR COMPANY NAME]’s Services shall be as specified in Schedule “B”, attached
hereto.
6.2
The Client shall be
responsible for all travel costs and charges, including, without limitation,
prepaid ticket charges, rush ticket deliveries, invoice/ticket reprints,
penalties, waivers, cancellation charges, airline service fees, void processing
fees and penalty fares incurred by it, as well as the cost of lost ticket
applications, ticket copies and ticket usage verifications, unless same is
incurred as a result of the negligence or misconduct of [YOUR COMPANY NAME].
6.3
The Client will pay interest
on any overdue accounts at a rate of [PERCENTAGE %] per annum calculated
monthly from the due date to the date of payment.
7.
MATERIALS AND/OR SUPPLIES
7.1
Unless otherwise expressly
specified in this Agreement, the Client shall supply, at the Client’s sole expense,
all materials, supplies and other resources necessary to perform the
Services.
7.2
In the event that any
material, supply or other resource is supplied by the Client, and unless
expressly specified in this Agreement, such material, supply or other resource
must be promptly returned to the Client, upon request or upon expiry or
termination of this Agreement for any reason. Such material, supply or other
resource must be packaged appropriately to ensure its protection upon return to
the Client and be returned in good working order and in an appropriate state of
repair, taking into consideration normal wear and tear during the course of the
performance of the Services. Should [YOUR COMPANY NAME] fail to fulfill its
obligations under this Subsection 7.2, [YOUR COMPANY NAME] shall be liable for
the cost of replacement of such material, supply or other resource in the
condition such equipment, tool, material, supply or other resource would have
been had these obligations been fulfilled.
8.
TERM
8.1
This Agreement will come
into force as of the Effective Date and will expire on [DATE] (the “Initial
Term”) unless extended by the parties in writing or otherwise terminated by the
parties in accordance with the terms of this Agreement subject to earlier termination
according to Section 9, hereof.
8.2
At the end of the Initial
Term, this Agreement will be automatically renewed for successive [NUMBER] year
terms (a “Renewal Term”) unless either Party provides written notice to the
other Party of its desire to terminate this Agreement in accordance herewith.
9.
TERMINATION
9.1
The Client shall have the
right to terminate or cancel all or part of the Services contemplated by this
Agreement or any request for Services on any specific task at any time by
giving [YOUR COMPANY NAME] [NUMBER] days prior written notice of its intent to
so terminate or cancel. If the Client desires to cancel or terminate any or all
of [YOUR COMPANY NAME]’s activities, [YOUR COMPANY NAME] will assemble and turn
over forthwith in an orderly fashion to authorized representatives of the
Client the Material, Documentation, including drafts of all write-ups, notes,
and other information, materials and deliverables related to the Services.
If the Client terminates
this Agreement before the end of the Initial Term, or the Renewal Term, as the
case may be, it shall pay [YOUR COMPANY NAME] only for Services satisfactorily
performed and not previously paid, and any justified irrevocably obligated
reasonable expenses for non-cancellable commitments, up to the effective date
of termination.
9.2
In the event that [YOUR
COMPANY NAME] or any of its employees, agents or sub-contractors violates any
of the terms of this Agreement, including the Schedules or Attachments thereto,
or if [YOUR COMPANY NAME]’s employees or agents fail to perform the Services to
the Client’s satisfaction, the Client shall have the right to provide notice to
[YOUR COMPANY NAME] that it is terminating this Agreement forthwith with no
further obligation or liability other than for payment of any Services that
have, to that date, been performed by [YOUR COMPANY NAME] to the reasonable
satisfaction of the Clients.
9.3
The Client shall incur no
liability, under this Agreement or otherwise for Services not satisfactorily
performed and may request the immediate replacement of any of [YOUR COMPANY
NAME]’s personnel.
9.4
If the Client finds [YOUR
COMPANY NAME] to be uncompetitive according to general industry standards, the
Client may give [YOUR COMPANY NAME] written notice thereof. If [YOUR COMPANY
NAME] has not remedied the deficiency within [NUMBER] days of receipt of the
notice, the Client may terminate this Agreement immediately on giving written
notice to [YOUR COMPANY NAME].
9.5
If [YOUR COMPANY NAME] is in
material default of its obligations hereunder, the Client may terminate this
Agreement if, [NUMBER] days after giving written notice of the default to [YOUR
COMPANY NAME], the default has not been remedied or reasonable efforts have not
been undertaken to remedy it.
9.6
If the performance of this
Agreement or any obligation hereunder, except the payment of monies, is
prevented, restricted or interfered with by reason of any cause beyond the
reasonable control of the affected Party, the affected Party shall, upon
immediate notice to the other Party, be excused from such performance to the
extent of such prevention, restriction or interference, provided that the Party
so affected shall use its best efforts to resume performance hereunder with the
utmost dispatch whenever such causes are removed. If such performance cannot be
resumed within [NUMBER] days after the date of notice by the affected Party,
then the Client shall have the right to provide notice to [YOUR COMPANY NAME]
that it is terminating this Agreement forthwith with no further obligation or
liability other than for payment of any Services that have, to that date, been
performed by [YOUR COMPANY NAME] to the reasonable satisfaction of the Client.
9.7
If either Party becomes
bankrupt or insolvent or if a petition or other proceeding is filed by or
against a Party for re-organization, arrangement or relief under any law
relating to bankruptcy or insolvency, or if a receiver is appointed in respect
of a Party’s property and assets or a substantial part thereof, or if a Party
makes an assignment for the benefit of creditors or if proceedings are
instituted for the liquidation or winding-up of the business or assets of a
Party, then such acts shall be considered a default under this Agreement. In
such event, the non-defaulting Party may, at its option, terminate this
Agreement upon providing notice in writing to the other Party hereto. This
agreement, once such notice is given, shall be terminated forthwith with no
further obligation or liability other than for payment of any Services that
have, to that date, been performed by [YOUR COMPANY NAME] to the reasonable
satisfaction of the Client.
10.
DUTIES AND OBLIGATIONS OF
[YOUR COMPANY NAME]
10.1
[YOUR COMPANY NAME] shall:
10.1.1 use
its best efforts to make available to the Client the lowest fares available for
all arrangements requested by the Client employees and comply with the Client’s
travel policies in effect from time to time;
10.1.2 use
its best efforts to ensure that third party providers of airline, hotel or
vehicle services or other third party goods or services suppliers, selected or
used by the Client in the provision of Services to the Client hereunder, are
solvent and provide high quality services; and
10.1.3 monitor
compliance & report supplier compliance with the Client’s travel policies
as communicated to [YOUR COMPANY NAME] from time to time.
11.
DUTIES AND OBLIGATIONS OF
THE CLIENT
11.1
The Client shall:
11.1.1 designate
[YOUR COMPANY NAME] as the Clients exclusive supplier of Services, in all
relevant internal communications;
11.1.2 not
use the corporate travel services of any other provider, unless [YOUR COMPANY
NAME] is unable or unwilling to provide the Services to the Client at or below
competitive rates;
11.1.3 instruct
all of its employees to use [YOUR COMPANY NAME] for individual/transient
business travel, unless [YOUR COMPANY NAME] is unable or unwilling to provide
the Services at or below competitive rates;
11.1.4 maintain
and communicate a written travel policy to be used by (i) all
[YOUR COMPANY NAME]
employees when making travel arrangements; and (ii) all [YOUR COMPANY NAME]
personnel when booking travel arrangements for the Clients employees;
11.1.5 designate
a major credit card, to which [YOUR COMPANY NAME] shall charge all airline,
hotel and car rental reservations & service fees in respect of authorized
travel by the Clients employees;
11.1.6 consider
efficient technologies made available by or through [YOUR COMPANY NAME], which
may involve additional costs; and
12.
CONFIDENTIALITY
12.1
The following constitutes
the applicable Party’s “Confidential Information”: this Agreement together with
the Schedules attached hereto; any computer software or other technical
information, technology, research, design, idea, process, procedure, or improvement,
or any portion or phase thereof; information relating to any of the other
Party’s current or proposed products, services, methods, businesses or business
plans, marketing, pricing, distribution and other business strategies; lists
of, or any other information relating to, any of the other Party’s customers,
suppliers, dealers, agents or employees and such
Party’s relationship
therewith; the Material and Documentation and any financial information
relating to any of the foregoing.
All disclosures of
Confidential Information by one Party to the other are made solely on a
confidential basis and as trade secrets. Accordingly, each Party shall maintain
the confidentiality of all Confidential Information during the Initial Term and
any Renewal Term and at all times thereafter, irrespective of the manner or
method in which it is terminated.
12.2
Each Party shall:
12.2.1 not
disclose any Confidential Information to any person except to its employees or
authorized agents who have a "need to know" to enable the Party to
fulfill its obligations hereunder, except with the other Party’s specific prior
written authorization;
12.2.2 advise
each such employee or agent before he or she receives direct or indirect access
to such Confidential Information of the obligations of the Party under this
Agreement, and ensure that each such person to whom Confidential Information is
thus disclosed enters or has entered or is otherwise bound by a written
confidentiality agreement which extends the Party’s obligations hereunder to
such person;
12.2.3 take
strict precautions, at a minimum those as the Party affords its own most secret
or highly confidential information, to safeguard and protect from direct or
indirect disclosure to any other person all Confidential Information disclosed
to it by the other Party, or otherwise received by it; and
12.2.4 immediately
return to the other Party or, upon the other Party’s written request destroy,
all tangible materials concerning Confidential Information, including, but not
limited, to memoranda, notes, reports, agreements, documents, drawings,
hardware, disks and tapes, as well as all copies or extracts thereof, whether
such material was made or compiled by the receiving Party or furnished by the
disclosing Party.
12.3
The foregoing obligations
shall not apply to Confidential Information: (a) that becomes publicly known
through no act of the receiving Party contrary to this Agreement; (b) that is
received in good faith by a Party from a third party having legitimate
possession of the information disclosed and the right to make such disclosure;
(c) that was in the receiving Party’s legitimate possession prior to disclosure
hereunder; (d) that is approved for disclosure by express written approval of
the disclosing Party; or (e) that is disclosed pursuant to a legal requirement.
12.4
Neither Party shall disclose
the existence or the contents of this Agreement to any third party or use it
for publicity purposes without the prior written consent of the other, unless
such disclosure is required by law. [YOUR COMPANY
NAME] has the Client’s
consent to use its name in serial listings of [YOUR
COMPANY NAME]’s Clients.
Specific written authorization must be obtained from the Client to use its name
for any other purpose.
12.5
The parties acknowledge that
certain personal information of the Client’s employees (and any other persons
associated with the Client who will be travelling pursuant to the Services
being provided herein) will be collected, held and used by [YOUR COMPANY NAME]
for the purposes of providing the Services. The Client confirms that it has
obtained or will obtain the consent of such employees and persons for the
collection, holding and use of such personal information by [YOUR COMPANY NAME]
for the purpose of enabling [YOUR COMPANY NAME] to provide the Services. [YOUR
COMPANY NAME] shall take all appropriate technical and organizational measures
to prevent unauthorized or unlawful processing, unwarranted disclosure, or
accidental loss, destruction of, or damage to, such personal information.
13.
LIMITATION OF LIABILITY
13.1
[YOUR COMPANY NAME], in
providing Services pursuant to this Agreement, shall not be responsible or
liable for any acts, errors, omissions, delays, missed connections, accidents,
losses, injuries, deaths, property damage, or any indirect or consequential
damages resulting therefrom, which may be the result of action, inaction,
default or insolvency of any airline, hotel, car supplier, other third party
goods or service suppliers except in the case of negligence or misconduct by
[YOUR COMPANY NAME]. [YOUR COMPANY NAME] does not give any representation or
warranty with respect to any aspect of any third party supplier’s services. In
the event of a supplier’s default with respect to all or any part of such
supplier’s services, The Client’s sole recourse shall be with the supplier, and
shall be subject to said supplier’s own terms and conditions.
13.2
In no event and under no
circumstances shall either Party be liable for any indirect, incidental,
consequential or special damages, including, without limitation, loss of
revenue or loss of profits, for any reason whatsoever arising under this
Agreement, whether arising out of breach of warranty, breach of condition,
breach of contract, tort, civil liability or otherwise.
13.3
In all events, [YOUR COMPANY
NAME]’s absolute liability under, or in any way related to this Agreement,
whether arising out of breach of warranty, breach of condition, breach of
contract, tort or otherwise, shall be limited to the dollar value of the fees earned
by [YOUR COMPANY NAME] under this Agreement, as provided in Schedule B,
attached hereto.
13.4
[YOUR COMPANY NAME]’s
liability for negligence, breach of this Agreement or any other claim in
damages and losses shall not exceed the total amount owed to the Client by
[YOUR COMPANY NAME] under this
Agreement at the time of the
breach.
14.
REPRESENTATIONS AND
WARRANTIES
14.1
Each party hereby represents
and warrants to that:
14.1.1 Each
party has all required capacity and corporate authorization to enter into this
Agreement and be bound by the obligations provided hereunder;
14.1.2 the
execution of this Agreement by [YOUR COMPANY NAME] and the performance of its
obligations hereunder will not constitute a violation or breach of any
obligation of any agreement between [YOUR COMPANY NAME] and any third party or
a violation of [YOUR COMPANY NAME]’s legal obligations; and
14.1.3 [YOUR
COMPANY NAME] holds sufficient rights to use all materials, supplies or
resources used in the performance of the Services under this Agreement, free
and clear of any encumbrances.
15.
INSURANCE AND INDEMNIFICATION
15.1
During the term of this
Agreement, [YOUR COMPANY NAME] shall procure and maintain comprehensive general
liability insurance, which shall include blanket broad form contractual
liability coverage, with limits of not less than [AMOUNT IN LETTERS] ([AMOUNT])
per occurrence for bodily injury and property damage, combined single limit.
[YOUR COMPANY NAME] shall also procure and maintain worker’s compensation
insurance in accordance with relevant provincial/state statutory limits,
employer’s liability insurance with a limit of not less than [AMOUNT IN
LETTERS] ([AMOUNT]) per occurrence,
automobile liability
insurance covering all owned, hired and non-owned automobile equipment with
limits of not less than [AMOUNT IN LETTERS] ([AMOUNT]) per occurrence for
bodily injury and property damage, combined single limit, professional
liability insurance (errors & omissions) with a limit of not less than
[AMOUNT IN LETTERS] ([AMOUNT]) annual aggregate and excess liability
15.2
or umbrella insurance with a
limit of not less than [AMOUNT IN LETTERS] ([AMOUNT]) annual aggregate. [YOUR
COMPANY NAME] shall, at the Client’s request, provide [COMPANY NAME] with
certificate(s) of insurance evidencing any such coverage described in this Subsection.
The Client shall require all of [YOUR COMPANY NAME]’s subcontractors retained
in connection with this Agreement, if any, to provide the aforementioned
coverage as well as any other coverage the Client may consider necessary.
15.3
The Client will indemnify,
defend and hold harmless [YOUR COMPANY NAME] and its affiliates, and their
employees, directors, officers, agents and contractors, against and from any
losses, claims, proceedings or investigations arising out of or in connection
with a breach of this Agreement by [YOUR COMPANY NAME], including, without
limitation, attorney fees, amounts paid in settlement of claims, proceedings or
investigations, except to the extent that such claim is due to the negligence
or willful misconduct of [YOUR COMPANY NAME].
15.4
[YOUR COMPANY NAME] shall be
solely responsible for any personal injury or property damage or loss suffered
by it or its employees or agents in the course of carrying out any duties under
this Agreement. The Client shall not obtain any workers’ compensation or
insurance concerning [YOUR COMPANY NAME] or any of its employees or Associated
Staff. [YOUR COMPANY
NAME] shall comply with
workers’ compensation laws and where applicable shall provide the Client with a
certificate of workers’ compensation insurance.
15.5
Without restricting the
generality of anything contained herein, [YOUR COMPANY NAME] warrants that its
Associated Staff and those of its subcontractors and any other parties over
which it may exercise control, will, in the performance of the Services
described herein, strictly adhere to all applicable federal, provincial,
municipal and local law and regulations including, but not necessarily limited
to, those pertaining to the environment and health and safety as well as to
[YOUR COMPANY NAME]’s internal rules and policies. In the event of any breach
of this warranty, the Client will indemnify, defend and hold harmless [YOUR
COMPANY NAME] and its affiliates, and their employees, directors, officers,
agents and contractors, from any claims, losses, damages, awards, judgments or
prejudices (including attorney fees), which may be sustained as a result of any
such breach.
16.
VERIFICATION
16.1
In order to verify [YOUR
COMPANY NAME]’s compliance with its obligations hereunder, at any time or from
time to time during [YOUR COMPANY NAME]’s performance of Services, the Client
or a representative designated by it and reasonably acceptable to [YOUR COMPANY
NAME], or regulatory agents, may, upon reasonable notice, inspect and test the
manner in which the Services are being performed. Such rights of inspection
shall include visiting sites at which [YOUR COMPANY NAME] performs the
Services, auditing selected records and databases containing data of the
Client, observing the performance of the Services or selected components
thereof, and interviewing [YOUR COMPANY NAME] personnel familiar with, or
responsible for, performing the Services. [YOUR COMPANY NAME] shall cooperate
with the Client personnel or representatives in such inspections, and shall
ensure that appropriate staff, computing and other resources are available as
required in the course of such inspections.
17.
NOTICE
17.1
Any notice provided for or
permitted in this Agreement shall be in writing and will be deemed to have been
given [NUMBER] days after having been mailed, postage pre-paid, by certified or
registered mail or by recognized overnight delivery services, except in the
case of a postal or other strike affecting the service used whereupon notice
will be deemed to have been given [NUMBER] days after normal service resumes.
17.2
Where personal service is
made or where delivery is made by facsimile and a receipt thereof has been
retained, any notice provided for or permitted in this Agreement will be deemed
to have been given when received by the intended recipient. The intended
recipient must be an individual whose personal name appears on the address set
out in the notice.
17.3
Addressing and delivery is
to be made as follows:
17.3.1 If
to: [YOUR COMPANY NAME]:
[YOUR COMPANY NAME]
[YOUR COMPLETE ADDRESS]
Attention: [INDIVIDUAL NAME]
[TITLE]
Fax: [YOUR FAX NUMBER]
17.3.2 If
to : the Client
[COMPANY NAME]
[FULL ADDRESS]
Attention: [INDIVIDUAL NAME]
[TITLE]
AND [TITLE] Fax: [FAX NUMBER]
as the case may be.
17.4
The parties may communicate
other addresses where notice must be sent to from time to time. Such
communication shall be in writing and shall have the effect of replacing the
address under Subsection 17.3. No change of address effected under this section
shall in any way affect the operation of any term, other than the delivery
address of Subsection 17.3, in this Agreement.
18.
REMEDIES
18.1
[YOUR COMPANY NAME]
acknowledges that any violation of the terms of this Agreement would result in
damages to [YOUR COMPANY NAME] which could not be adequately compensated by
monetary award alone. In the event of any violation by [YOUR COMPANY NAME] of the
terms of this
Agreement, including,
without limitation, of the Client’s proprietary rights and ownership, and
confidentiality provisions, and in addition to all other remedies available at
law and at equity, the Client shall be entitled as a matter of right to apply
to a court of competent equitable jurisdiction for relief, waiver, restraining
order, injunction, decree or other remedy as may be appropriate to ensure
compliance of [YOUR COMPANY NAME] with the terms of this Agreement.
19.
GENERAL PROVISIONS
19.1
Entire Agreement &
Amendments
This Agreement together with
the Schedules hereto constitutes the entire agreement and understanding between
the parties relating to the subject matter hereof, and supersedes all other
agreements, oral or written, made between the parties with respect to such
subject matter. Except as provided herein, this Agreement may not be amended or
modified in any way except by a written instrument signed by both Parties.
19.2
Assignment
Neither Party shall assign
this Agreement or any of its rights or obligations hereunder without prior
written consent of the other Party, which consent may be withheld at the other
Party’s discretion.
19.3
Incorporated by Reference
The Preamble and all Attachments,
Schedules and Exhibits attached hereto are hereby incorporated by reference and
made a part of this Agreement.
19.4
Applicable law
This Agreement shall be
governed by and interpreted in accordance with the laws of the [State/Province]
of [STATE/PROVINCE], without reference to its conflict of law provisions, and
the laws of [COUNTRY] applicable therein. All disputes arising under this
Agreement will be referred to the courts of the [State/Province] of
[STATE/PROVINCE] which will have jurisdiction, and each Party hereto
irrevocably submits to the jurisdiction of such courts.
19.5
Currency
All references to monetary
amounts in this Agreement shall be to [COUNTRY] currency.
19.6
Non-solicitation
Unless given prior written
consent by the parties, which consent may require a payment to the party, each
Party agrees that it will not, during the Initial Term, knowingly solicit or
hire any employee of the other Party who is directly involved in providing the
Services herein.
19.7
Survival
Sections 9, 12, 13, 14, 15,
17 and 18 and Subsections 19.6 and 19.7 and will survive the expiration or
termination of this Agreement.
19.8
Absence of presumption
No presumption shall operate
in favor of or against any Party hereto as a result of any responsibility that
any Party may have had for drafting this Agreement.
19.9
Language clause
It is hereby agreed that
both parties specifically require that this Agreement and any notices,
consents, authorizations, communications and approvals be drawn up in the
English language.
19.10
Interpretation
The headings and section
numbers appearing in this Agreement or any Schedule attached hereto are
inserted for convenience of reference only and shall not in any way affect the
construction or interpretation of this Agreement. For the purposes of this Agreement
a “day” means any day other than a Saturday, Sunday or other day on which [YOUR
COMPANY NAME] is not open for business during its regular business hours at its
head office in [STATE/PROVINCE].
19.11
Severability
If for any reason
whatsoever, any term or condition of this Agreement or the application thereof
to any Party or circumstance is, to any extent, invalid or unenforceable, all
other terms and conditions of this Agreement and/or the application of such
terms and conditions to the parties or circumstances shall not be affected
thereby and shall be separately valid and enforceable to the fullest extent
permitted by law.
19.12
Force Majeure
In the event that any Party
hereto is delayed or hindered in the performance of any act required herein by
reason of strike, inability to procure materials, failure of power, restrictive
governmental law or regulations, riots, insurrection, war or other reasons of a
like nature not the fault of such Party, then performance of such act shall be
excused for the period of the delay and the period of performance of any such
act shall be extended for a period equivalent to the period of such delay, up
to a maximum of [NUMBER IN LETTERS] ([NUMBER]) months. The provisions of this
Force Majeure clause shall not operate to excuse any Party from the payment of
any fee or other payment when due.
19.13
Waiver
No waiver by either Party of
any obligation, restriction or remedy under this Agreement shall be valid
unless by specific written instrument. No acceptance by a Party of any payment
by another Party and no failure, refusal or neglect of any Party to exercise
any right under this Agreement or to insist upon full compliance by the other
Party with its obligations hereunder, shall constitute a waiver of any other
provision of this Agreement or any further or subsequent non-compliance with
the same or any other provision.
19.14
Further Assurances
Each of the parties hereto
hereby covenants and agrees to execute and deliver such further and other
agreements, assurances, undertakings, acknowledgments or documents, and other
acts and things as may be necessary or desirable in order to give full effect
to this Agreement and every part hereof.
19.15
Binding Nature
This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
(as applicable) successors and assigns.
19.16
Time of the Essence
Subject to section 19.13
hereof, time shall be of the essence of this Agreement and of each and every
part hereof.
19.17
Counterparts
This Agreement may be signed
in counterparts, and by use of facsimile signatures, each of which when signed
and delivered shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.
IN WITNESS WHEREOF, each
party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on
the date indicated above.
FIRST
PARTY SECOND
PARTY
Authorized
Signature Authorized
Signature
Print Name and Title Print Name and Title SCHEDULE A
SERVICES
SERVICES
[YOUR COMPANY NAME]
RESPONSIBILITIES
Services will include:
•
Issuance and delivery of all
travel tickets and itineraries on a timely basis;
•
Providing on each itinerary
a comprehensive outline of all airline, hotel and car rental reservations and
relevant information pertaining to specific destinations including cancellation
policies, emergency service telephone numbers, etc;
•
Cancelling, changing or
rescheduling reservations;
•
Reserving, when requested by
the Client, particular hotels in accordance with the Client’s program and
obtaining [YOUR COMPANY NAME]’s negotiated commercial rate or the lowest rate
available for such hotels;
•
Investigating or responding
to queries initiated by the traveler relative to their travel arrangements,
fares and itinerary;
•
Supporting the Client’s
travel policies as provided to [YOUR COMPANY NAME] with respect to class of
service, supplier programs, etc; and
•
Conducting quarterly
business reviews.
“Services” also includes a
standard allocation of the following specialty services:
•
International Desk;
•
Executive Desk;
•
emergency service;
•
Quality Assurance;
•
FareLink Automated Fare
checking programmed;
•
Customer Query Services; and
•
[YOUR COMPANY NAME] Service
Plus – extended hours service.
Other ad hoc services are
available to the Client subject to applicable service fees, such as, but not
limited to, theatre tickets, dinner reservations, frequent flyer reservations,
baggage claim and internet site search.
Standard Corporate
Consulting Services (based on financial program Schedule B) include:
•
[YOUR COMPANY NAME] Hotel
Programmer;
•
[YOUR COMPANY NAME] Car
Programmer, standard Limousine applies;
•
Annual business reviews/action
plans/cost savings
performance/measurement of
preferred supplier programs/education;
•
Management Information
Reports (standard package);
•
Industry
Information/industry updates;
•
Annual survey;
•
Annual Financial review; and
•
Annual business plan for
travel management program development including: Supplier management, Spend
management, Compliance management, Process management, Knowledge management,
Global Management & Service management.
A total of [NUMBER] hours of
Consulting Services is allocated to the Client per year. Consulting Services
beyond the scope indicated above are available at an hourly rate of [AMOUNT]
upon signed approval (additional resources to be negotiated). Unless otherwise
negotiated, project rates are at [YOUR COMPANY NAME]’s standard rates for
similar projects.
SCHEDULE B
FEES & PAYMENT
Based on the Client’s
estimated mix of business and estimated annual net airline expenditure of
approximately [AMOUNT] with an average ticket price of [AMOUNT] and, [YOUR
COMPANY NAME] will provide the following feebased program for corporate travel
services provided by [YOUR COMPANY NAME].
Estimated Commission Revenue
Airline [AMOUNT]
Hotel [AMOUNT ]
Car [AMOUNT]
Total Commission Revenue [AMOUNT]
Minus:
[YOUR COMPANY NAME]
Transaction fee: = [AMOUNT] / transaction Nb. of transactions [AMOUNT]
Notes:
1.
This program requires that
all airline, hotel and car rental reservations be processed by [YOUR COMPANY
NAME] and are paid using an approved credit card.
2.
This program is based on
projected volumes and travel data provided by the Client and is based on
existing average airline ticket prices, class of service, current travel
industry wide commission program and existing supplier deals, if any. The following
will have a direct impact on this financial program and [YOUR COMPANY NAME]
reserves the right to make adjustments, provided the Client agrees in writing
to such adjustments:
(a)
if volume and travel pattern
assumptions prove inaccurate;
(b)
actual average ticket price
varies from estimate [PERCENTAGE %];
(c)
industry commission
structures are changed so as to reduce [YOUR COMPANY NAME]’s commission earned;
(d)
existence of any negotiated
supplier (air, hotel, car etc.) deals not communicated at the time of contract
or not included in assumptions.
3.
[YOUR COMPANY NAME]
guarantees to offer the lowest applicable airfare, hotel and car rental rates
or pay the difference to the higher fare paid.
4.
This program is based on
[YOUR COMPANY NAME] being the Client’s exclusive travel supplier for all
corporate travel services.
5.
Groups, meetings and
incentives activity will be excluded from the above financial review. Fees
associated with such activity will be determined on a caseby-case basis.
SCHEDULE C
SERVICE LEVEL AGREEMENT
(a)
Transaction Fees:
Transaction fee in the
amount of [AMOUNT] will be levied and processed via the form of payment used at
the time of the transaction.
(b)
Reimbursable Transaction
Fees:
The excess of transaction
fees collected on the tickets issued less any outstanding monies owed by the
Client to [YOUR COMPANY NAME] will be returned to the Client.
(c)
Base Airline Commissions:
Base commissions earned by
[YOUR COMPANY NAME] are standardized by the carriers across the industry and
will be calculated and returned under this agreement.
(d)
Override Airline
Commissions:
Override commissions are
earned on aggregate volumes on [YOUR COMPANY
NAME]’s preferred carriers.
Therefore, those volumes directly increasing [YOUR COMPANY NAME]’s standard
measurement with respect to both volume and/or market share targets under [YOUR
COMPANY NAME]’s confidential agreements with preferred carriers will be deemed
to be contributing to [YOUR COMPANY NAME]’s override commissions and these
commissions calculated in such a manner will be returned under this agreement.
(e)
Hotel & Car Commissions:
Hotel commissions are earned
and paid at the industry standard rate, currently [PERCENTAGE %] of actual
volume booked via the Client. The determination of commissionable volume takes
into account the number of room nights booked, the average cost per night,
deduction of any net programs in place and collectibility of [PERCENTAGE %].
Collectibility takes into account issues such as bad debts, multiple bookings,
no shows and cancellations.
Car commissions are
similar to hotel commissions noted above except that the standard commission
rates paid by each of the top chains vary between [PERCENTAGE %] to
[PERCENTAGE %] The determination of
commissionable volume takes into account the number of car days booked, the
average cost per day, deduction of any net programs in place and collectibility
of
[PERCENTAGE %].
[YOUR COMPANY NAME] is
transitioning to include hotel and car commission pay-out based on actual
commissions collected for the [YOUR COMPANY NAME]’s volume per third party
collection agencies reporting.
SCHEDULE
D
OTHER
RISK/REWARD PROGRAM
1.
Guaranteed Savings
Consolidated savings (based
on volume of [AMOUNT]) – air / hotel / car / technology =
[AMOUNT].
2.
Signing Bonus
Based on [COMPANY NAME]
annual airline volume projected at [AMOUNT, [YOUR COMPANY NAME] will offer a
signing bonus of [AMOUNT] for a [NUMBER]-year contract.
3.
Call Centre
The
Client agrees to be serviced by the [YOUR COMPANY NAME] call centre in
[SPECIFY]. If [YOUR COMPANY NAME] wishes to move the call centre to another
location, the Client has the right to re-evaluate its transaction fee.
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