Traveluxe Independent Contractor Agreement

Terms of Membership and Service 

Traveluxe, Inc., an Illinois Corporation (“Traveluxe”, “we”, “us” or “our”), is a host travel agency that owns and operates a travel platform that allows travel advisors (“Travel Advisor”, “you” or “your”) to manage client data and inquiries, make bookings, manage and track bookings and commissions, connect to other travel advisors and other functionality together with any systems and tools subsequently developed, the (“Traveluxe Platform” or “Portal”).

These Terms of Membership and Service (“Terms of Service” or “Terms”) apply to and govern your access to and use of our website located at Traveluxe.com and all services, features, functionality, tools, software, content, materials, and offers made available through the Traveluxe Platform (collectively, together with the Traveluxe Platform, the “Services”) as well as your independent contractor relationship with Traveluxe.  

IF YOU ACCEPT THESE TERMS OF SERVICE, A BINDING CONTRACT BETWEEN YOU AND TRAVELUXE WILL EXIST EFFECTIVE AS OF THE DATE OF THE LAST SIGNATURE.

Consent to Use Electronic Signature

By clicking “I Agree”, checking a box, or otherwise electronically indicating your acceptance, you agree that your electronic signature is the legal equivalent of your manual signature and has the same binding effect under applicable laws, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), or similar laws in other jurisdictions.  

1. Term of Agreement. This Agreement shall be effective as of the date of acceptance, and shall remain in effect until terminated in accordance with Section 19 of this Agreement.

2. Duties of Independent Contractor. Independent Contractor agrees to perform this Agreement as a self-employed businessperson to sell travel services to members of the general public. Independent Contractor shall perform its obligations hereunder in a prompt and timely manner in accordance with the terms and conditions of this Agreement and in accordance with ethical standards and business customs in the travel industry, but independent of any supervision or control of Company. Independent Contractor shall do no act that is prejudicial or injurious to Company. 

3. Duties of Company. Company agrees to permit Independent Contractor to market, promote and sell travel and travel related services under the Company’s brand, and to service any reservations made by Independent Contractor (the “Services”) through Company. Company shall compensate Independent Contractor for those Services in accordance with the compensation structure contained in Exhibit A.

4. Independent Contractor Relationship. Independent Contractor’s relationship with Company is that of an Independent Contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Company shall not require Independent Contractor to perform any duties at Company’s place of business, nor shall Company require Independent Contractor to work a stated number of hours or keep any specific schedule. Independent Contractor will not be entitled to any of the benefits which Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Independent Contractor is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company officer. Independent Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of commissions under this Agreement. Independent Contractor is solely responsible for, and must maintain, its own records of expenses incurred in the course of performing Services under this Agreement. As an independent business entity, Independent Contractor assumes the full risk of loss in the event that the Independent Contractor’s compensation from sales does not cover expenses incurred. No part of Independent Contractor’s commissions will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Independent Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law. 

5. Sales Quotas, Minimums, Draws. The Parties agree that Independent Contractor is not:

a. required to achieve any particular sales quota or revenue goals;

b. guaranteed to receive from company any minimum amount of compensation for rendering services hereunder; or

c. entitled to take a draw or receive an advance against Independent Contractor’s anticipated earnings.  

6. Sole Compensation. The amounts paid to Independent Contractor pursuant to Exhibit A shall be the sole compensation payable by Company for the services rendered under this Agreement. Contractor is not entitled to receive, and shall not assert any claim for, any additional monetary or non-monetary compensation not specifically provided for herein.  

7. Use of Company’s Industry Credentials. Independent Contractor is permitted to use Company’s authorized International Air Transport Association (“IATA”) number or Cruise Lines International Association (“CLIA”) number to book travel and Company shall be entitled to receive its share of the commission or other compensation paid by the vendor for all such sales. Independent Contractor may not book net rates with any vendor using Company’s industry credentials, without prior written approval from the Company. In cases where Independent Contractor is permitted to use Company’s Seller of Travel (“SOT”) identification numbers, Independent Contractor is responsible for complying with all rules, regulations and guidelines set forth by the issuing agency. Independent Contractor’s use of these numbers is strictly limited to the purposes of this Agreement, and any other use during the term of this Agreement or thereafter is prohibited. 

8. Compliance with the Law. Independent Contractor is solely responsible for compliance with all applicable federal, state and local laws, including, but not limited to, statutes, regulations, and/or ordinances governing or affecting licensing, registration, permitting, advertising, or other requirements for which businesses must comply. If the Independent Contractor operates, sells, or markets to clients or potential clients in a state that has a seller of travel law, the Independent Contractor agrees to abide by those applicable laws as currently written and/or amended. It is the responsibility of the Independent Contractor to check with the applicable government authority regarding these consumer protection laws.  

9. Insurance. During the term of this Agreement, Company warrants that it will maintain comprehensive general liability and errors and omissions insurance in amounts reasonably adequate given the scale and scope of its business. If Independent Contractor secures independent Business Liability or Errors and Omissions insurance, it shall add Company as an additional insured party to any coverage. Each Party agrees to deliver certificates of insurance or other evidence of coverage to the other Party upon request.  

10.  Liabilities to Third Parties. Company shall not be liable to Independent Contractor for any expenses incurred by Independent Contractor, its employees, independent contractor(s), sub-agents, and/or other associates of Independent Contractor including but not limited to communication charges, bank debits for returned checks, hotel “no show” charges, delivery of clients' tickets, and any other expenses. Company shall not be liable to Independent Contractor or any third party for any of Independent Contractor's acts or omissions, or the acts or omissions of Independent Contractor’s clients. In the event that the independent Contractor’s limited liability company or corporate entity is insolvent or otherwise unable to fulfill its financial obligations under this Agreement, the individual signatory, namely {name} agrees to personally guarantee payments due from Independent Contractors entities, and any other responsibilities or liabilities due herein.

a. Indemnification by Independent Contractor. Independent Contractor agrees to indemnify and hold Company, its directors, officers, employees and agents (collectively, the “Agency Indemnified Parties”) harmless from any claim of liability (whether such claim is based on tort, contract, statute or otherwise) made by any party arising out of any transaction initiated by Independent Contractor, made on behalf of a client of Independent Contractor, or any other act or omission of Independent Contractor, unless attributable to Company’s negligence or willful misconduct including against and in respect of the following matters set forth in this Section. The foregoing indemnification obligation shall survive termination of this Agreement.

i. Any and all liabilities, obligations, costs, expenses, losses, damages, claims or deficiencies arising from the assertion against Agency Indemnified Parties or its respective successors and assigns, or any claim for the payment or performance of any and all obligations or liabilities of Independent Contractor, its employees, independent contractor(s), sub-agents, and/or other associates of Independent Contractor of each and every nature whatsoever.

ii. 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 non-fulfillment of any covenant, condition or Agreement of Independent Contractor contained in this Agreement or in any certificate, instrument, Agreement, guarantee or other document furnished or to be furnished to Company hereunder or in connection with the transactions contemplated hereby.

iii. 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 foregoing.

b. Indemnification by Company. Promptly upon demand, Company shall defend, indemnify and hold harmless Independent Contractor against and in respect of the following matters set forth in this Section:

i. Any and all liabilities, obligations, costs, expenses, losses, damages, claims or deficiencies arising from the assertion against Independent Contractor for any claim for the payment or performance of any and all obligations or liabilities of Company.

ii. Any and all costs or expenses, losses, damages, claims or deficiencies resulting, directly or indirectly, from any misrepresentation or omission, breach of warranty or non-fulfillment of any covenant, condition or Agreement of Company contained in this Agreement or in any certificate, instrument, Agreement, guarantee or other document furnished or to be furnished to Independent Contractor hereunder or in connection with the transactions contemplated hereby.

iii. 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 foregoing.  

11.  Commissions; Terms of Payment. Commissions are not deemed to be “earned” until travel is complete, and commission has been received by the Company, pursuant to the specifications of Exhibit B to this Agreement. During the Term, Company shall pay Independent Contractor commissions as described in Exhibit A (“Commissions”) with payment terms as described in Exhibit B. Upon termination of this Agreement pursuant to Section 19. Commissions will be paid only on reservations serviced by Independent Contractor through the return date of client’s travel.  

12.  Fees. Independent Contractor shall be responsible for the fees described in Exhibit C. Company reserves the right to change this fee within fifteen (15) days’ notice to Independent Contractor. Company reserves the right to charge additional fees for services provided to Independent Contractor, as may become necessary, with fifteen (15) days’ notice to Independent Contractor.  

Travel Advisor agrees to pay Traveluxe subscription membership fees to be a member of the Traveluxe community and to access the Services (“Membership Fees”) charged as a recurring yearly fee (the “Advisor Plan”). Travel Advisor agrees to maintain a valid credit card on file with Traveluxe for the payment of Membership Fees and to provide Traveluxe with additional payment information as requested by Traveluxe.

By paying your Membership Fees, you expressly authorize us (or our third-party payment processor) to charge you for the Membership Fees. You represent and warrant that you have the legal right to use all payment method(s) represented by any such payment information you provide to us. When you initiate a payment of Membership Fees, you authorize us to provide your payment information to third parties so we can complete your payment and to charge your payment method for the type of payment (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your payment. By initiating a payment, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All fees and applicable taxes, if any, are payable in United States dollars.

If payment of Membership Fees has been made to Traveluxe, you agree that neither you nor any of your representatives will seek to charge back your payment to Traveluxe or initiate any dispute or similar procedure. Your acceptance of these Terms and access to the Traveluxe Platform and/or the Services during the period in question will be conclusive evidence of your agreement to pay Membership Fees to Traveluxe. You agree that you will be liable for all costs incurred by Traveluxe to recover any payments charged back to your credit card company (including attorney’s fees).

In the event of non-payment, in addition to any other remedies Traveluxe may have in law or equity, you agree that Traveluxe has the right to deduct Membership Fees owed from any commission that may be or become due to you in addition to the right to terminate, suspend or limit your access to the Traveluxe Platform and/or the Services.

Membership Period

Upon purchasing an Advisor Plan, you will gain access to features, functionality, tools, software, and/or content currently available within that Advisor Plan for the duration you selected for your subscription membership (the “Membership Period”). Your subscription membership commences as soon as your initial Membership Fees payment is processed (the “Signup Date”).

Membership Sharing; Unauthorized Access

Membership or account sharing is strictly prohibited. Travel Advisor understands that Traveluxe restricts the use of sub-agents on the Traveluxe Platform to travel advisors with a minimum Annual Booking Volume as further described in the Policies. Travel Advisor agrees not to share access to the Traveluxe Platform with any other person, except as expressly permitted by Traveluxe and set out in the Policies. Travel Advisor agrees that it is responsible for ensuring the confidentiality and security of all usernames and passwords issued in connection with Traveluxe’s network or systems and all reservations entered using a username assigned to Travel Advisor will be deemed to have been made by Travel Advisor. Travel Advisor may be held liable for losses incurred by Traveluxe or any other person or entity due to another person using its account, login or passwords, whether or not authorized.

Automatic Renewal of Subscription Membership

You will be charged the annual or monthly, as applicable, Membership Fee, plus any applicable taxes, and other charges, at the beginning of your Membership Period and each applicable period thereafter, at the then-current Membership Fee, plus any applicable taxes, and other charges. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE TRAVELUXE TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a membership, we (or our third-party payment processor) will automatically charge you each applicable time period following the commencement of your membership, using the payment information you have provided until you cancel your membership. Traveluxe will send you a reminder with the then-current Membership Fee, plus any applicable taxes and other charges. By agreeing to these Terms and electing to purchase a membership you acknowledge that your membership has recurring payment features, and you accept responsibility for all recurring payment obligations prior to cancellation of your membership by you or Traveluxe. Your membership continues until cancelled by you or we terminate your access to or use of the Services or membership in accordance with these Terms.

Cancellation of Subscription Membership and Refunds

You may cancel your initial payment for membership for a full refund within 14 calendar days of your Signup Date. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR MEMBERSHIP FEES AT ANY TIME. But if something unexpected happens in the course of completing a payment, we reserve the right to cancel your payment for any reason; if we cancel your payment, we’ll refund any payment you have already remitted to us for such payment. Without limiting the foregoing, you may cancel your membership at any time, but please note that such cancellation will be effective at the end of the then-current Membership Period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL MEMBERSHIP SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE MEMBERSHIP FEE PAID FOR THE THEN CURRENT MEMBERSHIP PERIOD AT THE TIME OF CANCELLATION.  

13.  Expenses. Independent Contractor is solely responsible for all expenses incurred by Independent Contractor in performing the Services. Company will not reimburse Independent Contractor for any out-of-pocket expenses incurred by Independent Contractor in performing the Services and shall have no liability to Independent Contractor or any third party for any such expenses including, but not limited to, office supplies, postage, business cards, letterhead, telephone and Internet access, bank charges, automobile mileage and parking costs. To the extent that Company may pay any of Independent Contractor’s expenses, the cost of such expenses shall be deducted from Independent Contractor’s compensation.  

14.  Offset to Compensation. Company shall have the right to deduct from Independent Contractor’s compensation the amount of any debit memo, commission recall, customer refund, or similar post-sale adjustment made in conjunction with a commissionable sale completed by Independent Contractor under this Agreement as well as postage costs for mailing travel documents and other expenses incurred. This extends to unauthorized price concessions, unauthorized discounts, non-refundable tickets issued but not used, hotel “no shows”, and any “agent error,” credit card chargebacks for any reason, including but not limited to unauthorized charges or fraud (each such item a “chargeback”), regardless of when the chargeback is incurred by Company, related to a sale generated by Independent Contractor. Independent Contractor accepts liability for all legal and financial obligations for the dispute, resolution, and/or payment of debit memos and chargebacks generated by travel bookings of Independent Contractor, employee(s), independent contractor(s), sub agent(s), and/or other associates of Independent Contractor. Independent Contractor accepts liability for all legal and financial obligations for the dispute, resolution, and/or payment of debit memos and chargebacks generated by travel bookings of Independent Contractor, an employee, independent contractor, sub agent, and/or other associate of Independent Contractor.

In the event that an offset is warranted, and the deduction cannot be made because the adjustment exceeds the amount of Independent Contractor’s compensation, Independent Contractor shall pay the amount of the deficit within 30 days of receipt of written demand for same from Company. Alternatively, at Company’s option, the shortfall may be carried over and deducted from future compensation expected to be earned by Independent Contractor. Moreover, amounts owed by Company to Independent Contractor must exceed amounts owed by Independent Contractor to Company for a payment to become due. Company’s right to recover the amount of any adjustment from Independent Contractor shall survive the termination of this Agreement.

In the event net commissions and fees earned by Independent Contractor for a monthly period are insufficient to compensate Company, Independent Contractor agrees to pay Company said amount immediately upon demand either by cash, or check with sufficient funds.  

15.  Booking Reservations. Independent Contractor agrees to book travel reservations for their clients using Company’s industry credentials, including but not limited to reservations for airlines, cruise lines, hotels, auto rentals, and tour operators. Within seventy-two (72) hours after making a booking, Independent Contractor must provide the client with written documentation of all pertinent reservation information, i.e., sailing date, ship, deposit received, balance due and date, document requirements, insurance information, client names, etc. Independent Contractor must provide an invoice to a client within seventy-two (72) hours of any and all payments made by client. It is Independent Contractor’s sole responsibility to ensure that clients receive these documents. Independent Contractor must also invoice any bookings to Company within seventy-two (72) hours of deposit. Late invoices to the Company will be assessed a fee as set forth in Exhibit C. Independent Contractor must input complete client and booking information into Company’s client relationship management (“CRM”) system. Commissions for bookings that have not been invoiced to the Company, are missing client information necessary to identify the commission to the booking or have not been otherwise claimed by Independent Contractor will be forfeited after sixty (60) days. Independent Contractor is prohibited from booking net rates using Company’s IATA or CLIA number without Company’s express consent. All travel documents that are received by the Company will be sent to the Independent Contractor who is responsible for providing such documents to the client. In time sensitive situations, Company reserves the right to mail such documents directly to the client address in the client’s profile on file with Company.

Independent Contractor may not provide access to any of Company’s travel products and/or services to a third party not identified in this Agreement.  

16.  Acceptance of Payment. Independent Contractor is entitled to charge clients a service fee for the Independent Contractor’s expertise and time involved in making said bookings; provided, however, that Independent Contractor must comply with seller of travel laws which may prohibit the acceptance of service fees. Unless the Company directs otherwise by written instruction, Independent Contractor must direct clients to make all payments and deposits directly to the travel vendor except that Independent Contractor may facilitate payment by calling in the client’s credit card to the vendor directly or inputting the credit card through the vendor’s website or through any other means provided by the travel vendor. It is Independent Contractor’s responsibility to obtain credit card authorizations from client and to comply with Payment Card Industry (“PCI”) data security standards. Other than the service fee referred to above, Independent Contractor shall not accept any payments made directly by client to Independent Contractor, including but not limited to credit card payments, cash payments or checks for any bookings whether or not priced on a gross or net rate basis. All checks, money orders, or cashier’s checks must be made payable to the travel vendor.

Independent Contractor is required to provide Company written notification requesting permission in advance of providing access to any of Company’s travel products and/or services to a third party not identified in this Agreement, namely, any employee, independent contractor, sub-agent, and/or other associate of Independent Contractor and to ensure that third party has in turn agreed to compliance with all relevant Company policies and the terms of this agreement. Company retains the right to grant consent or withhold consent to such access in its sole discretion.  

17.  Receipt of Commissions. Independent Contractor agrees that commissions for all bookings booked under Company’s IATA or CLIA number will be paid to Company. Should Independent Contractor authorize or request that any travel vendor send commissions directly to Independent Contractor when using Company’s IATA or CLIA number this Agreement will terminate, and Independent Contractor will forfeit any and all unpaid commissions. In the event that Company has not been able to collect commissions and payments receivable from travel vendors through the normal course of business, it is the responsibility of Independent Contractor to direct travel vendor to make such payments to Company as agreed. Any and all override commissions or bonuses received by Company, shall not be considered a part of net commissions, and shall be retained by Company.  

18.  Travel Benefits. Independent Contractor shall be entitled, at own expense, to an agent ID card from CLIA, IATA or any other such entity to which Company is affiliated, which may entitle Independent Contractor to discounts and other personal benefits or promotions offered by travel suppliers once Independent Contractor has demonstrated compliance with such entities’ requirements, contingent upon Company approval.  

19.  Termination. This Agreement may be terminated in any of the following ways:

a. This Agreement shall terminate upon the death of Independent Contractor.

b. Company may terminate this Agreement immediately upon notice to Independent Contractor if:

i. Independent Contractor commits an act of material dishonesty in connection with his engagement;

ii. Independent Contractor is convicted of a crime involving moral turpitude;

iii. Independent Contractor fails to perform the Services to the satisfaction of the Company; or

iv. Independent Contractor breaches any obligation under this Agreement. 

c. In the event either party materially breaches this Agreement, the non-breaching party may terminate this Agreement immediately upon notice to the breaching party.

d. Either party may terminate this Agreement upon thirty (30) days advance written notice to the other party for any or no reason. 

20.  Effect of Termination. Termination of this Agreement shall not relieve either party from any liability it may have for breach of this Agreement. The provisions of Sections 23 and 24 of this Agreement shall survive any termination of this Agreement. Upon termination, Independent Contractor agrees not to transfer or attempt to transfer pending or booked reservations with the Company to another agency or cancel or attempt to cancel any such reservations or induce, encourage or solicit any client to rebook with another agency any reservation pending or booked with the Company. Upon termination of the Agreement for any reason, Independent Contractor shall be entitled to receive all earned compensation from completed travel bookings where commissions have been received by the Company but have not yet been paid as of the effective date of the termination, provided such commissions exceed offset amounts due to Company by Independent Contractor. Upon notice of termination, Independent Contractor’s logins to Company email and CRM, and any Supplier logins will become inactive, and client data will become unavailable to Independent Contractor, however Independent Contractor may request client data as set forth in Section 21. In case of termination, Independent Contractor shall immediately cease any and all use of Company’s intellectual property pursuant to any license granted under this Agreement.

Commissions earned and collected by the Company subsequent to the termination date will be paid at a reduced commission split percentage of fifty percent (50%) of Net Commissions, as that term is defined in Exhibit A to this Agreement, provided that the contract is not terminated pursuant to Section 19 (a), (b) or (c) of this Agreement in which case commissions shall be forfeit to the Company, and further provided that the Parties agree to terms for a transitional agreement to permit Independent Contractor to administer bookings through completion of travel.

If at the time this Agreement is terminated Independent Contractor is obligated to pay or reimburse any amounts to Company, Company shall have the right to withhold or offset against an equivalent amount of commissions, fees or other income that is due to be paid to Independent Contractor. Notwithstanding the foregoing, this Agreement shall be subject to termination by either party at the exclusive and absolute discretion of each party with thirty (30) days advance notice to the other party, provided all amounts due pursuant to this Agreement are paid in full. Under no circumstances shall Independent Contractor be entitled to receive any compensation for services rendered following the effective date of termination.  

21.  Clients. Independent Contractor retains the right to service clients of Independent Contractor during and after the Term and there shall be no restriction on Independent Contractor’s right to engage in business with such clients or book reservations with a competing agency after the Term. Upon termination of this Agreement, Independent Contractor may request their client data to be exported from Company’s database and provided to them within 30 days of termination. At the request of Independent Contractor, the Company shall delete the Independent Contractor’s client list from the Company’s marketing database after completion of any travel booked during the Term and Company shall not directly solicit any such clients; provided, however, any clients introduced to Independent Contractor through leads generated by the Company shall not be included in this restriction. Company reserves the right to retain responsibility for servicing reservations booked during the Term, but not yet traveled at the time of Termination should Independent Contractor fail to service those bookings.  

22.  License to Use Company Marks. During the term of this Agreement, Company grants to Independent Contractor a limited, non-exclusive, royalty-free license to use Company’s trade name and any Company logo (together, the “Company Marks”) on Contractor’s business cards, website, and letterhead. If Contractor elects to make such use of the Company Marks, Contractor must prominently and conspicuously display the words “Independent Advisor” or “Independent Agent” or substantially equivalent language to avoid creating the false impression that Independent Contractor is a Company employee. All use of the Company Marks is subject to Company’s sole but reasonable prior approval, and any unauthorized use by Contractor is prohibited. Independent Contractor acknowledges that Company is the sole owner of the Company Marks and warrants that Independent Contractor will not assert any challenge to such ownership. This warranty shall survive termination of this Agreement.  

23.  Non-Solicitation. During the term of this Agreement and for one (1) year following its termination, Independent Contractor will not, directly or indirectly, induce, attempt to induce, or aid others in inducing any person employed or engaged by Company to terminate their employment or contractual relationship with Company in order to render services to Independent Contractor or any third party. The Parties mutually acknowledge that such interference with employment or contractual relationships will cause direct severe and irreparable financial loss and hardship to Company. 

24.  Confidentiality. The Parties acknowledge that Company may disclose to Independent Contractor certain information of a confidential or proprietary nature (the “Confidential Information”) as needed in order for Independent Contractor to perform the duties contemplated under this Agreement. Confidential Information includes but is not limited to Company’s business or marketing plans or strategies, operating procedures, trade secrets, customer and supplier information, client lists, sales leads, sales projections, pricing or profit information, credit card information, its IATA or CLIA number, and any other information designated as such by Company at the time of disclosure and any information, in any form, that is a trade secret within the meaning of the Illinois Trade Secrets Act 765 ILCS 1065. Independent Contractor further acknowledges that unauthorized disclosure to a third party or other misuse of the Confidential Information would cause severe and irreparable harm to Company. Accordingly, except to the extent necessary to the performance of this Agreement, Independent Contractor will not use or disclose, either during or after the term of this Agreement, any Confidential Information without Company’s prior written consent.

Independent Contractor agrees not to divert current or future customers, sales, or business away and/or from Company to any independent contractor, travel agency, or any other business engaged in the sale of travel services, while still engaged in a business relationship with Company. This prohibition includes booking any lead clients sourced by the Company with any other agency with which Independent Contractor may be associated.

It is understood by the parties that Company agrees that it will not, at any time either individually or through or with the aid or assistance of others, solicit, copy, take, misappropriate, divulge or misuse any of the property of Independent Contractor such as client lists, client bookings, passenger name records, notebooks, name files, data, books, records or accounts, or other confidential information used by the Independent Contractor for new clients of Independent Contractor, sourced and developed by Independent Contractor, and not from the relationship of Independent Contractor as a former contractor of Company. This prohibition includes all forms of computer data. This data is recognized by the Company as the confidential property of Independent Contractor if said confidential information did not originate with Company, or a Company acquisition. Company agrees not to divert Independent Contractor’s customers, sales, or business away from Independent Contractor to any other independent contractor, travel agency, or any other business engaged in the sale of travel services, while still engaged in a business relationship with Independent Contractor, and after the termination of this Agreement. Lead clients sourced by the Company and provided to Independent Contractor shall not be included in this prohibition.  

25.  Specific Performance. Independent Contractor acknowledges that the restrictions contained in Sections 23 and 24 are reasonably necessary to protect the legitimate business interests of Company and that any violation of such restrictions will result in irreparable injury to Company for which damages will not be an adequate remedy. Independent Contractor therefore acknowledges that if it violates any such restrictions, Company shall be entitled to preliminary and permanent injunctive relief as well as to an equitable accounting of earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other remedies to which Company may be entitled.  

26.  Right to Contract with Third Parties. Independent Contractor is not permitted to grant anyone access to Company by any method, unless Company is notified by written request, and such access will be permitted subject to the sole discretion of Company. Company may from time to time request additional documentation related to Independent Contractor’s business operations, which Independent Contractor agrees to provide immediately upon request. Company retains the right to contract for similar services with other independent contractors. Independent Contractor similarly retains the right to enter into contracts with other travel agencies to process travel arrangements for Independent Contractor's clients.  

27.  Agreements with Others. Independent Contractor represents that it is not subject to any legal or contractual duty or Agreement that would prevent or prohibit Independent Contractor from performing the Services for Company or complying with this Agreement.  

28.  Assignability. This Agreement shall be freely assignable by Company and shall inure to the benefit of, and shall be binding upon, any other person or entity which shall succeed to the business presently being operated by Company. Because this contract is a contract for personal service, Independent Contractor shall not assign this Agreement or any rights hereunder.  

29.  Amendments and Waivers. No amendment of this Agreement or any waiver of any of its provisions shall be effective unless expressly stated in a writing signed by both parties. No delay or omission in the exercise of any right, power or remedy under or for this Agreement shall impair such right, power or remedy or be construed as a waiver of any breach. Any waiver of a breach of this Agreement or any failure to claim a breach of this Agreement shall not be treated as a waiver of any subsequent breach.  

30.  Severability. Each provision of this Agreement shall be considered severable, and if any provision of this Agreement shall be held illegal, invalid, or otherwise unenforceable under controlling law, the remaining provisions of this Agreement shall not be affected thereby but shall continue in effect.  

31.  Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois.  

32.  Consent to Jurisdiction and Venue. Independent Contractor agrees that any claim arising out of or relating to this Agreement shall be brought in a state or federal court of competent jurisdiction in Illinois. Independent Contractor consents to personal jurisdiction of the state and/or federal courts located in Illinois. Independent Contractor waives (i) any objections to jurisdiction or improper venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.  

33.  Notices. Any notice given by either party hereunder shall be in writing and shall be delivered by mail, certified or registered mail, postage prepaid, as follows:

To Company:

Traveluxe, Inc.

10326 S. Avers

Chicago, IL 60655

872-810-2023

info@traveluxe.com 

34.  Entire Agreement. This Agreement contains the entire Agreement between Company and Independent Contractor with respect to the subject matter hereof, and merges and supersedes all prior Agreements, understandings, or negotiations whatsoever with respect to the subject matter hereof.