INDEPENDENT CONTRACTOR AGREEMENT/CONTRACT
This AGREEMENT is made this ______ day of ____________, 20___, between TerraMar Travel, Inc., California Seller of Travel #2053942-40, Florida Seller of Travel # ST36618; located at 133 North Buena Vista, Suite 4, in the city of Hemet, state of California, 92543, (951-929-0033) known hereafter in this document as the Travel Business, and: Primary agent_______________________ ___ ___SS#__________________________ Secondary agent____________________________SS#__________________________ (Independent contractor/s), Complete Address _________________________________ _______________________________________________________________________ Phone number _______________________ fax #_______________________________ Mobile #_________________________email address____________________________, known hereinafter in this document as the Independent Contractor/s. FIRST: Term of Agreement The Travel Business hereby makes available the business opportunity to the Independent Contractor to act as an independent salesperson and travel representative for the Travel Business and the Independent Contractor agrees to act in this capacity for a period stated here of __________ months from the date of ____________. SECOND: Independent Contractor Duties The Independent Contractor is hereby retained by the above named Travel Business as a self-employed individual to sell travel and travel services on behalf of the Travel Business. THIRD: Independent Contractor Compensation Compensation to the Independent Contractor for the services rendered by the Independent Contractor shall be a percentage of commissions received by the Travel Business for travel related sales and will be based on: A. Computation of Compensation The Independent Contractor shall be entitled to payment of commissions at sixty (60) percent of the gross commissions realized by the Travel Business for sale of travel and travel services by the Independent Contractor named in this agreement. It is understood and agreed that if the Independent Contractor earns $5,000 in commissions in any one calendar year, the commission percentage due the Independent Contractor will be increased to 70% of the gross commissions received by the Travel Business for sale of travel and travel services generated by the Independent Contractor. The next level of commission is 75% commission split and applies to agents selling over $250,000 in gross booking volume. The highest commission level is 80%. Group bookings MAY earn up
to 80% commission based on a minimum of 10 cabins or double occupancy packages sold, and must be in compliance with the supplier’s group contract. All individuals booked within the group MUST be booked through the Independent Contractor. The 80% commission does NOT apply to a group of agents working together to form a group booking. It is understood that the Independent Contractor shall bear any expenses and costs of his/her own sales unless agreed to in writing and signed by both parties to this agreement. It is understood and agreed that the Independent Contractor will order and be responsible for payment for his/her own business cards and letterhead. The Independent Contractor shall purchase those items from any source. It should be noted that the Travel Business has purchased for its own use, cards and letterhead from a local supplier of cards and letterhead at a reasonable cost. This information can be supplied to the Independent Contractor by request. An Independent Contractor may choose to purchase their own business cards, but they must be approved by the agency before use. It is agreed, also, that there may be situations whereby the Independent Contractor elects to do something less than full bookings and travel services. In those instances there will be separate agreements made between the Independent Contractor and the Travel Business setting forth the amount of work involved and the higher or lower commission percentages as situations warrant. All commissions are based on the gross commissions received by the Travel Business as a direct result of the referral by the Independent Contractor or as a result of the business generated through the travel sales activities of the Independent Contractor. Commission overrides and bonus commissions for volume sales are the sole property of the Travel Business unless an agreement is made to share in these amounts signed by both parties. Service fees or processing fees charged to clients by the agent will be treated as a regular commission with the 60%, 70%, 75%, or 80% going to the agent charging the fees. B. IATA or CLIA Number Usage and Commissions An Independent Contractor is free to do business with any other travel supplier of services. If the Independent Contractor uses the authorized IATA Numeric Code or Cruise Lines International Association number (CLIA#) of the Travel Business to sell travel or travel services through another entity, then the Travel Business is due a commission. The commission amount due the Travel Business is the difference between the percentage that would be due the Independent Contractor as set forth above and the total commissions that normally would be received from the vendor if the sale were made through the Travel Business. For purposes of clarification it is intended that if the Independent Contractor earns and is paid a commission from other sources then based on the 60/40 split set forth in this agreement the Independent Contractor owes the Travel Business the 40% share. C. Payment of Commissions Method
The above named Independent Contractor shall be paid on a monthly basis by the above named Travel Business. This payment will be for all commissions earned and received by the Travel Business in the month prior as mentioned, paid within 20 days from the end of the prior month. The Travel Business will send a check payable to the Independent Contractor in the appropriate amount earned by the Independent Contractor less any above mentioned expenses attributable to those sales. D. Reimbursable Expenses and Errors and Omissions Insurance The Independent Contractor shall reimburse the Travel Business if the Travel business incurs expenses on behalf of the Independent Contractor. This will include, but not be limited to, the cost of mailing travel documents, flight bags or other client related materials. For the protection of the Independent Contractor and Travel Business, the Independent Contractor will be added to the Travel Business Errors and Omissions insurance policy with a deductible of $1000 per claim (Indemnity only), with the IC being responsible for his/her own deductible, for a suit or action to the specific agent only. The insurance states that Independent Agents are covered as follows: “Independent Contractors who are individuals acting alone, whether or not incorporated, working under contract with the Named Insured (TerraMar Travel, Inc.) to sell the Named Insured’s travel services, but only when selling the Named Insured’s travel services or conducting the Named Insured’s Travel Agency Operations; The IC cannot have any employees or Independent Contractors of their own (in other words, they are truly a one man/woman operation), they cannot operate tours, and they must disclose to their clients that they are an Independent Contractor for the host agency. This disclosure should be on invoices, travel documents, business cards and/or any other marketing materials they use, including any websites. If the IC is operating under a different name without disclosing that they are an IC for the host agency, then they should purcha se their own policy, as they may not be covered as an “Insured” as defined above.” The Limit of Liability is $4,000,000 per occurrence /$4,000,000 aggregate (effective 1/17/08). Another option is for the IC to obtain his/her own E & O insurance and show proof of insurance to the Host Agency, with the Host Agency listed as a co-insured. The Travel Business will charge the Independent Contractor a fee of $450 for a Primary agent. The Secondary agent fee is $250 to join the Travel Business. This is to cover the cost of (a) the insurance coverage under the E. & O. insurance, (b) the costs of producing and maintaining the online site for the Procedures Manual, which can be accessed and downloaded by the Independent Contractor, (c) first order of 250 business cards (optional), (d) 1 year database management software fees, and (e) your initial registration fees with Cruise Lines International Association or CLIA. The Manual is to provide basic training materials, along with names and telephone numbers of various suppliers and vendors of travel and travel services. The agent fee is renewable annually on December 1 of each year for all agents at a renewal rate of $200 per agent (subject to change) payable to TerraMar Travel, Inc. This renewal fee covers database management software, insurance and administrative costs.
Examination of Books and Records The Independent Contractor has the right to examine the books and accounts of the Travel Business as they relate to the transactions affecting the Independent Contractor's compensation amounts. The Independent Contractor may do this personally or hire and pay for a professional accountant to perform this examination. This must be mutually convenient to all parties of this agreement and may be done so at least once during each half of a calendar year. FIFTH: Hours The above named Independent Contractor has the right to work any number of hours he/she wishes. The above named Travel Business shall have no fixed hours required of the Independent Contractor. The Independent Contractor shall not be required to attend any office meetings or staff training sessions. The Independent Contractor has the right to work at his/her own schedule of hours. SIXTH: Business Supplies and Materials The above named Independent Contractor must provide his/her own business supplies and materials for the purpose of doing business. The Independent Contractor shall be responsible for purchase of any and all promotional materials, such as business cards, letterhead and other materials needed to promote his/her business. These may be obtained from a local printing supplier where the Travel Business has established a relationship. SEVENTH: Place of Business and Work The above named Independent Contractor may make any and all decisions in regard to where he/she performs his/her work and/or sales activity. The Travel Business may not require the Independent Contractor to perform any duties at the Travel Business's place of business. EIGHTH: Profit Potential The Independent Contractor enjoys the opportunity and right to earn commissions as a result of the travel sales efforts conducted by the Independent Contractor under the terms of this agreement. NINTH: Risk of Loss The Independent Contractor takes full responsibility of assumption of risk of loss in the event that his/her sales commissions do not cover his/her incurred expenses. TENTH: Hiring of Assistants by the Independent Contractor
The Independent Contractor has the right to hire or employ or enter into agreements with other individuals for the purpose of accomplishing the goals necessary for his/her business. The Independent Contractor incurs all expenses for such persons as will be outlined in their separate agreements. However, the Independent Contractor will not be covered under the Travel Business’ E & O insurance policy if they do hire assistants or IC’s. If the IC desires to hire then they will need to provide their own E & O insurance. ELEVENTH: No Vacation or Other Benefits The above named Independent Contractor is a self-employed individual and shall not receive or earn sick pay, vacation, or other such benefits normally associated with employees. TWELFTH: Customer/Client Ownership It is understood and agreed that all customers and or clients of the Independent Contractor are and shall be the sole property of the Independent Contractor. In the event that the Independent Contractor ceases to have an association with the Travel Business, then any or all customers of the Independent Contractor shall have the freedom to do business with the Independent Contractor or any such travel agency they should desire. THIRTEENTH: Responsibility for Taxes and Miscellaneous Filings The above named Independent Contractor shall take the responsibility for complying with any and all of his or her local, state and federal laws as they pertain to the performance of this agreement. This shall require the Independent Contractor to obtain the necessary business licenses, to comply with local or state regulations and to pay any and all tax payments as required of them by the various agencies. Also, the Independent Contractor is responsible for any and all payments for fees or charges for social security, worker's compensation or other mandated government fees or charges. The above-mentioned Travel business is not and shall not accept responsibility for payment or withholding of such items as they pertain to the Independent Contractor. It is agreed that the Independent Contractor holds the Travel Business harmless for any assessments against the Travel Business due to any lack of payment or failure to pay any such fees by the Independent Contractor. FOURTEENTH: Termination of Agreement This agreement may be terminated without cause by either party upon thirty day written notice by either party. It shall not, however, terminate the rights of either party with respect to commissions earned and payable. Effect of Termination on Compensation: In the event that this agreement is terminated before the completion of the term specified herein, the Independent Contractor will be entitled to any and all compensation earned by him/her prior to the termination date as
provided in this agreement. This shall be pro rata up to and inclusive of that date. The above named Independent Contractor shall not be entitled to any further compensation as of the date of the termination. Compensation Commission - Time Limit of Claims: Any and all claims by the Independent Contractor for compensation commission on any sales made by the Independent Contractor or others are waived by the Independent Contractor if claim for such payment is not made within thirty days of the termination of this agreement. FIFTEENTH: Solutions Any claims made or controversies that arise out of or in relation to this Agreement will be settled by and through the courts of the state of California. SIXTEENTH: General Provisions Governing Laws of Agreement: This Agreement is and shall be governed by and construed by the laws of the City of Hemet in the State of California. Assignability: This Agreement is not assignable by the Independent Contractor without the written consent and agreement of the Travel Business. Validity: Partial: In the event that portions of this Agreement are found by a court of competence and jurisdiction to be invalid, unenforceable or void, then the remaining provisions shall continue in full force without being impaired or invalidated in any way. Agreement Change or Waiver: This Agreement shall not be amended, except in writing, signed by all parties. No amendment, change or termination of waiver shall be binding unless it is in writing and signed by the party or individual(s) against whom the amendment, change or termination of waiver is sought to be enforced. MISC: IC must not handle client funds directly, the monies must be sent to the agency (as stated in the CA Seller of Travel laws). This Agreement is executed in the city of ______________ in the state of ____________ on the __________ day of the month of __________ in the year 20___: TerraMar Travel, Inc. ____________________________________ By: Rhonda Shumway CTC, ECCS/President Independent Contractor/s Primary agent:________________________Secondary:_________________________