Tourism Services Agreement

TOURISM SERVICES AGREEMENT

Parties

Client Name:    Effective Date:

Service Provider:

Recitals

WHEREAS, Client desires to procure tourism-related services including guided tours, transportation coordination, lodging assistance, and related event logistics (collectively, the Services); and

WHEREAS, Service Provider represents that it is experienced in the planning and delivery of such tourism services, holds required licenses and permits, and is willing to perform the Services under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective responsibilities, payment terms, confidentiality obligations and other terms governing the provision of the Services.

Scope of Work

Provider shall perform the Services described below in accordance with the standards of care customary in the tourism services industry. The Scope shall include, as applicable, itinerary development, venue and vendor coordination, transportation scheduling, on-site guides, and emergency response coordination.

Payment Terms

Client shall pay Provider the total fee set forth below in consideration for the Services. All amounts are payable in lawful currency unless otherwise agreed in writing.

Late payments shall accrue interest at % per month, compounded monthly, or the maximum rate permitted by law, whichever is less. Provider may suspend Services where invoices are overdue by more than days after notice.

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated as provided below, shall expire on the End Date.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach.

Confidentiality

Each party (the Recipient) shall maintain in confidence all non-public information disclosed by the other party (the Discloser) relating to business operations, travel itineraries, guest lists, pricing, supplier terms, and other proprietary materials ("Confidential Information"). Recipient shall not disclose, use, copy or permit access to Confidential Information except as necessary to perform its obligations under this Agreement.

Confidential Information shall not include information that (i) is or becomes publicly available through no fault of Recipient; (ii) is independently developed by Recipient without reference to Discloser's Confidential Information; or (iii) is required to be disclosed by law, provided Recipient gives prompt written notice and cooperates with reasonable efforts to limit disclosure. The confidentiality obligations shall survive termination for a period of years.

Insurance; Permits

Provider shall maintain at its expense commercial general liability insurance and, where applicable, automobile liability and workers' compensation insurance coverage in amounts customary for the industry and sufficient to cover Provider's obligations under this Agreement. Provider shall provide certificates evidencing insurance upon Client's request and shall maintain all permits and licenses required to perform the Services.

Indemnification and Limitation of Liability

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts or omissions, willful misconduct or breach of this Agreement. Client shall indemnify Provider to the extent claims arise from Client's breach or negligent acts.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid to Provider under this Agreement during the twelve (12) months preceding the claim.

Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, public health emergencies, civil disturbance, severe weather, governmental action, or unavailability of transportation or suppliers. The affected party shall notify the other promptly and use commercially reasonable efforts to mitigate the impact.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration or litigation as selected by the parties in writing.

Entire Agreement

This Agreement (including any attachments, schedules and confirmed scopes of work) constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous understandings, communications and proposals, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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