Travel Holiday Tours

TRAVEL HOLIDAY TOURS - GENERAL SERVICES AGREEMENT

This General Services Agreement ("Agreement") is made and entered into as of the date signed below by and between:

RECITALS

WHEREAS, Provider is engaged in the business of creating, arranging and operating guided tours, travel packages and related travel services, including logistics, supplier contracting and on-the-ground coordination; and

WHEREAS, Client desires to engage Provider to organize and operate a travel package for the parties and participants described in this Agreement, and Provider is willing to provide such services on the terms and conditions set forth herein.

WHEREAS, the parties intend that the Agreement set forth the full scope of services, payment terms, and allocation of responsibilities between Provider and Client.

SCOPE OF WORK

Provider shall perform tour planning and operational services as detailed below. Provider will coordinate travel suppliers, accommodations, ground transportation, guides and related logistics, procure applicable permits and provide on-trip support. Specific obligations, deliverables, and any exclusions must be described in the scope field.

PAYMENT TERMS

Client shall pay Provider the fees for services in the amounts, on the schedule, and subject to the conditions set forth below. All amounts are in U.S. dollars unless otherwise specified.

Balance payable no later than or a specified number of days prior to departure:

Any unpaid amount after the Balance Due date shall incur a late fee equal to % per month (or the maximum permitted by law, if less). Client shall also be responsible for collection expenses, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the effective date and continues until completion of the services described in the Scope of Work or until earlier termination under this Section.

Effective Date:     Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Additionally, Provider may terminate immediately for non-payment. Upon termination, Provider shall be entitled to payment for all services performed and non-recoverable commitments made on behalf of Client through the effective date of termination.

CONFIDENTIALITY

Each party shall treat as confidential all information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without using Confidential Information.

A receiving party may disclose Confidential Information to comply with applicable law or a valid order of a court or governmental authority, provided the receiving party provides prompt written notice to the disclosing party to permit a protective order or other remedy. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

INSURANCE, INDEMNIFICATION AND LIABILITY

Provider shall maintain commercially reasonable liability insurance covering operations under this Agreement. Client shall indemnify, defend and hold harmless Provider, its officers, employees and agents from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's negligence, willful misconduct, or breach of this Agreement, except to the extent such loss is caused by Provider's gross negligence or willful misconduct.

Except for liability arising from gross negligence, willful misconduct or indemnified claims, Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amount of fees actually paid by Client to Provider under this Agreement.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement and shall obtain and maintain any permits, licenses or authorizations required for its performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties agree to submit disputes to binding arbitration in the county of the Provider's principal place of business unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. No waiver of any provision shall be effective unless in writing signed by the waiving party.

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