New Agent Agreement
This Agreement is made between Travel B and V, LLC (Client) with a principal place of business at 668 S Paseo De Amigos, Green Valley, Arizona, Pima County USA 85614, and (Contractor), with a principal place of business as
1. Services to be performed
Contractor agrees to perform the following service as described in Exhibit A as attached to this agreement.
2. Payment
In consideration for the services to be performed by the Contractor, Client agrees to pay at the rates as described in Exhibit B.
Contractor shall be paid within a reasonable time after Contractor submits a spreadsheet to the Client. The Spreadsheet shall include the following; The Booking number, the dates covered by the booking, prices for each item, Gross commission, base commission and anticipated net commission
3. Expenses
Contractor shall be held responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck and all travel expenses; vehicle maintenance and repair costs; vehicle license fees and permits; insurance premiums; road, fuel and other taxes, fines; radio, pager, internet, computer and all telephone expenses; meals and all salary expenses and including any compensation paid to Contractor employees or contract personnel the Contractor hires to complete the work under this agreement
4. Vehicles and Equipment
Contractor will provide all vehicles, equipment, tools and materials used to provide the services required by this Agreement. Client will not require Contractor to rent or purchase any equipment, product or service as a condition of entering into this agreement.
5. Independent Contractor Status
Contractor will operate as an independent contractor, and neither Contractor or Contractor’s employees or Contractor’s Personnel are, or shall be deemed, Client’s employees. In its capacity as an Independent Contractor, Contractor agrees and represents, and Client agrees as follows:
[ ] Contractor has the right to perform services outlined in this Agreement.
[ ] Contractor will provide these services in accordance with the training provided by the Client
[ ] Contractor cannot hire associates to assist in completing this agreement under the terms stated in Exhibit C
[ ] The services required by this Agreement shall be performed by the Contractor only
[ ] Contractor will not be required to wear uniforms
[ ] Contractor will be required to attend training to better perform the contract
[ ] Contractor will attend our training in order to understand and perform this Agreement
[ ] Contractor will not be required to devote Full time services under this Agreement
[ ] Contractor will be required to perform a minimal monthly sales quota of $1000 in gross commissions
[ ] Contractor will utilize Client for mentoring purposes as needed
[ ] Contractor will utilize all training materials provided to advance performances
6. Business Licenses, Permits and Certificates
Contractor represents and warrants that Contractor will comply with all state, federal and local laws requiring all licenses, permits, and certifications required to carry out all provisions of this Agreement.
7. State and Federal Taxes
Client will NOT:
Withhold FICA (Social Security and Medicare Taxes) from Contractor’s Payments or make FICA payments on Contractor’s behalf
Make state or federal unemployment compensation contributions on Contractor’s behalf
Withhold state and federal income tax from Contractor’s payments. Contractor shall pay all taxes incurred while performing all service under this Agreement, including all applicable income taxes, and if Contractor is not a Corporation, Self Employment (Social Security) taxes. Upon demand, Contractor shall provide Client proof that such payments have been made.
8. Fringe Benefits
Contractor understands that neither Contractor, nor Contractor’s employees (as outlined in Exhibit C) or contract personnel are eligible to participate in any employee pensions, health, vacation pay, sick pay or any other fringe benefit plan of the Client.
9. Unemployment Compensation
Client shall make no federal, state or local unemployment compensation payments on behalf of Contractor or Contractor’s employees (as outlined in Exhibit C). Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
10. Workers’ Compensation
Client shall not obtain workers’ compensation on behalf of Contractor or Contractor’s employees. If Contractor hires employees to perform any work under this Agreement (as outlined in Exhibit C), Contractor will cover them with Workers’ Compensation insurance to the extent required by law and provide Client with a certificate of Workers’ compensation insurance before the employees begin the work.
11. Insurance
Contractor shall provide Errors and Omissions Insurance for Contractor only listing Travel B and V as the Certificate Holder.
12. Indemnification
Contractor shall indemnify and hold Client harmless from any loss or liability arising from performing services under this Agreement.
13. Term of Agreement
This Agreement will become effective when signed by both parties and will terminate on the earlier of the date a party terminates the Agreement as stated below:
A) With reasonable cause either Client or Contractor may terminate this Agreement effective immediately upon written notice
Reasonable cause includes:
B) A material violation of this Agreement, or Any act exposing the other party to liability to others for personal injury or property damage.
C) OR either party may terminate this Agreement at any time by giving 3 days’ written notice to the other party of the intent to terminate this Agreement.
14. Exclusive Agreement
This is the entire agreement between Contractor and Client.
15. Modifying the Agreement
This Agreement may be modified only by writing signed by both parties.
16. Dispute Resolution
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 Pima County, AZ. Any cost and fees other than attorney fees associated with the mediation shall be shared equally by both parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit to a mutually agreed-upon Arbitrator in Pima County, AZ. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs for arbitration will be shared equally between Contractor and Client, unless allocated differently by the arbitrator.
17. Confidentiality
Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client’s prior written permission except to the extent necessary to perform services on Client’s behalf. Proprietary and confidential information includes:
A) Written, printed, graphic or electronically recorded materials furnished by Client
Any written or tangible information stamped “confidential”, “proprietary”, or with a similar legend, or any information that the Client makes reasonable effort to maintain the secrecy of
B) 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 Client about whom Contractor gained knowledge as a result of Contractors services to Client.
Contractor’s personal customers or customers derived from our Live Lead and Web Lead are the sole property of Client and shall be proprietary property of Client.
Upon termination of this Agreement, Contractor shall deliver to Client all materials in Contractor’s possession related to Client’s business.
Contractor acknowledges that any breach or threatened breach of Clause 17 of this Agreement will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 17 of this Agreement. Such equitable relief shall be in addition to Client’s rights and remedies otherwise available at law.
18. Proprietary Information
A) The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and the Contractor hereby assigns to the Client all rights, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership of the Work Product.
B) Contractor hereby assigns to the Client all right, title and interest in any and all photographic images and video and audio recordings made by Client before, during and after Contractor’s work for Client, including, but not limited to, any royalties, proceeds, or any other benefits derived from such photographs and recordings.
C) The Clients will be entitled to use the Contractor’s name and/or likeness in advertising and other materials.
19. No Partnership
This Agreement does not create a partnership relationship. Contractor does not have the authority to enter into contracts on the Client’s behalf.
20. Assignment and Delegation
Contractor shall not assign or subcontract any rights or delegate any of its duties under this Agreement without Client’s prior written approval.
21. Applicable Law
This Agreement will be governed by Arizona Law, without giving conflict of laws principles.
CLIENT OWNER
Travel B and V, LLC
Barbie Bravdica, Owner
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