Independent Contractor Agreement

1 Term of Agreement

This Agreement shall be effective as of the date of this Agreement, above, 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 using the industry credentials of Company. 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 through Company (the “Services”). 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-NEC 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, Cruise Lines International Association (“CLIA”) number, or TRUE 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. 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 represents and 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. Independent Contractor is highly encouraged to secure comprehensive independent Business Liability or Errors and Omissions insurance. If Independent Contractor secures a policy, 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.

(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.

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 supplier-imposed fee, charge, penalty, debit memo, commission recall, customer refund, or similar adjustment, post-sale or otherwise, made in conjunction with a commissionable or prospectively 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, 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 of any action to recover amounts due under this section, the non-prevailing party shall bear the prevailing party’s costs and fees, expressly including attorneys’ fees.

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 understands and 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 CRM system, MyAtlas Powered By JourneyFuse. 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 ninety (90) days. Independent Contractor does not have airline ticket stock and cannot issue any travel related air, cruise, lodging or vacation certificates of any kind. Independent Contractor is prohibited from booking net rates using Company’s industry credentials 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 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.

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 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.

17 Receipt of Commissions

Independent Contractor agrees that commissions for all bookings booked under Company’s industry credentials 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 industry credentials 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) The Independent Contractor may terminate this Agreement at any time for any or no reason.

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 compensation earned but not yet paid as of the effective date of the termination provided such commissions exceed offset amounts due to Company by Independent Contractor. Independent Contractor’s logins to Company’s CRM system and access to related forms will become inactive as of the date of termination for all circumstances except for termination under 19(d), in which case said accesses shall terminate at the end of the pay period during which the Independent Contractor exercised their 19(d) right, but Indpendent’s Contractor’s right to make bookings using Company’s credentials shall lapse immediately on exercise of 19(d). At that point, client data will become unavailable to Independent Contractor however Independent Contractor may request client data as set forth in Section 21. In such case, 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 the same commission split, as though this Agreement were still in effect, 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 at any time, 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 Advising Consumers of Affiliation

Independent Contractor agrees to advise consumers of the independent and separate business entity status of Independent Contractor’s travel business by virtue of noting Independent Contractor’s separate business name by stating, “Independent Affiliate of Atlas Coast Travel Group.”

23 Non-Solicitation

During the term of this Agreement and for one 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 credentials, 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 Florida Uniform Trade Secrets Act. 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, and after the termination of this Agreement.

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, developed by Independent Contractor, and not from the relationship of Independent Contractor as a former employee or 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.

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. Independent Contractor agrees to immediately provide Company with any and all contracts with its employee(s), independent contractor(s), sub-agent(s) and/or other associates of Independent Contractor, who sell travel through access to 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 Kentucky.

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 Kentucky. Independent Contractor consents to personal jurisdiction of the state and/or federal courts located in Kenton County, Kentucky. 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 electronic mail or certified or registered mail, postage prepaid, as follows:

To Independent Contractor:   [NAME ADDRESS EMAIL]

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, excepting any rate or fee guarantees previously transmitted by Company and accepted by Independent Contractor.

✓ Execution & Signatures

A Exhibit A — Commissions

Company shall pay Independent Contractor Commissions equal to ninety percent (90%) of the Net Commissions collected by Company on each commissioned transaction independently sourced and booked by Independent Contractor during the Term and eighty percent (80%) of the Net Commissions for transactions derived from leads given by Company. “Net Commissions” means all commissions and fees received by the Company net of any chargebacks, discounts or reductions imposed by the travel vendor and compensation offsets as set forth in Paragraph 14.

B Exhibit B — Terms of Payment

Company shall pay Independent Contractor Commissions as follows:

Commissions will be credited (“Credit Date”) to Independent Contract on the later of (i) receipt of the Net Commissions by the Company (“Receipt Date”), and (ii) completion of the travel by the client (“Travel Date”). Receipt Date for commissions and Independent Contractor’s client fees will be determined by Company for the following travel arrangements upon occurrence of the events noted below:

• (a) Service Fees: Upon Company’s receipt of identifiable service fees;
• (b) Non-Group Travel Sales Commissions: Upon Company’s receipt of the identifiable travel sales commissions as received;
• (c) Group Travel Sales Commissions: Upon closing the group account on Company’s books (i.e., specific group, receipt of all travel sales commissions and payment of all related expenses).

Payment exceeding twenty-five dollars ($25.00) in aggregate will be made to Independent Contractor semi-monthly on the 1st and 15th of each month (“Payment Date”) (or closest banking day if such date occurs on a non-banking holiday or does not exist, e.g., Feb. 30) for all net commissions with a credit date of five (5) business days prior to the payment date, net of any offsets as described in Paragraph 14. [Example: If travel is completed May 5 and Net Commissions are received by the Company on May 20, the Company will pay related commissions for that booking on June 1.]. If a total amount of less than twenty-five dollars ($25.00) is due and owing from Company to Independent Contractor, Company will hold said funds until an amount greater than twenty-five dollars ($25.00) is owed from Company to Independent Contractor, and will make payment on the next applicable payment date after that time.

Independent Contractor must invoice all bookings to Company within seventy-two (72) hours of deposit to facilitate and expedite all payments of Commissions. Company will not be responsible for collecting Net Commissions that have not been received by Company. Independent Contractor is responsible for researching any outstanding commissions not received by Company and facilitating payment by the travel vendor.

C Exhibit C — Fees

Independent Contractor shall pay to the Company the following fees. All fees are non-refundable.