CARNIVAL
March 18, 1999
Ms. Teri Nadler
Vista Vacations
5653 NW 29th Street
Margate, FL 33063
954-975-0898
Re: Override Commission Agreement
Dear Teri,
It was terrific speaking with you back in January! As we discussed, Vicke agreed
to increase your commission to 15%, even though we normally require 85 sailed
guests for members of The Consortium to earn 15%. Whenever we make this type of
exception it is for a six-month trial period, after which we review your
progress. We know you'll come through with flying colors! The complete details
of your commission program are detailed below.
Commission Level Targets: As a member of The Consortium your commission level is
determined by comparing the number of guests sailed by your agency in a calendar
year to the targets listed below.
Commission2 Annual Sailed Guests
------------ ---------------------
10% 0-12
12% 13-39
13% 40-59
14% 60-84
15% 85-349
16% 350 +
1 Note: Productivity is calculated on a calendar year basis in seven-day
equivalents (2-5 day guests count 1/2, 6-9 day guests count as one, 10-12 day
guests count 1 1/2 and 13+ day guests count as two ). Free group and reduced
agent's fares are not counted. Guests are considered "sailed" once their cruise
is completed. Ship charters are not covered by this agreement and do not count
toward productivity goals.
Commission at Source/Effective Dates: Vista Vacations will receive 15% at
source2 on the cruise-only fare of all individual and group guests booked
between January 12, 1999 and July 11, 1999.
2. Note: Pre/Post option packages, the Cruise Vacation Protection Plansm,
FlyAweighR Airfare Supplements and cruise-only transfers are commissionable at
10%. Port charges and all
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taxes/fees are non-commissionable. Port charges include: taxes/fees assessed by
governmental and other agencies; costs incidental to entering/leaving ports such
as pilotage; and costs incurred while in port such as stevedoring, waste removal
and payroll for port-related functions. Carnival reserves the right to change at
any time, without notice, commission levels, the items that qualify for override
commission and the items that are commissionable.
Renewal Requirements: In July 1999 we will evaluate the continuation of your 15%
commission by determining if you are on track toward sailing a minimum of 85
guests in 1999. Should you fall short of this target, your commission will be
adjusted based on the chart above. Please note that the productivity targets in
the chart above are applicable only to The Consortium members. If your
membership lapses during the term of this agreement, then Carnival's standard
individual Override targets will become effective.
Product Description: This agreement covers all of the Carnival brand cruise
products in all categories for sailings to The Bahamas, the Caribbean, Mexico,
the Panama Canal, Alaska and Hawaii. Any special cruise oportunities, additions
to the flwwt and/or new deployment will be covered as well.
Preferred Supplier Commitment: Carnival Cruise Lines will receive "Preferred
Supplier" status for all of our products. This means that, in exchange for the
override commission and sales/marketing support, Carnival Cruise Lines should be
a primary cruise line supported by your agency in the contemporary market.
Trademarks: Vista Vacations may not use any trademark or trade name of Carnival
, or any similar trademark or trade name, in advertising or elsewhere without
first obtaining Carnival's written approval (except for any advertising
materials supplied to you by Carnival). Vista Vacations may not use any Carnival
trademark or trade name as part of its corporate, business or trade name.
Relationship of Parties: Vista Vacations acknowledges and agrees that it is an
independent contractor, and that it shall not act as an employee, agent,
franchise, or licensee of Carnival. Vista Vacations shall be solely responsible
for its liabilities and expenses in connection with this agreement and the
operation of its business. Vista Vacations acknowledges that it is an agent of
its respective customers and not an agent of Carnival.
Wholesaling: Wholesaling of Carnival Cruise Lines' products is strictly
prohibited. Carnival Cruise Lines reserves the right to cancel this agreement if
Vista Vacations wholesales our product.
Indemnification: Vista Vacations shall indemnify and hold harmless Carnival from
and against all claims, liabilities, costs and expenses (including reasonable
attorney's fees) arising out of or in connection with (i) the acts, commissions
or statements of any employee, agent or representative of Vista Vacations, (ii)
the operation of Vista Vacation's business, (iii) Vista Vacation's failure to
deliver any passenger ticket document to a customer promptly after receipt of
each such document from Carnival, or (iv) any breach of this letter agreement by
Vista Vacations.
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Governing Law/Venue: This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida, without regard to its conflict
of laws principles. Vista Vacations agrees that any and all lawsuits arising out
of or relating in any way to this Agreement shall be litigated only in the state
of federal courts sitting in Miami-Dade County, Florida, and Vista Vacations
hereby submits to the jurisdiction of each of such courts for such purposes.
Confidentiality: Vista Vacations shall keep the terms of this agreement and any
business information of Carnival strictly confidential.
This Agreement represents the complete commission arrangement between Vista
Vacations and Carnival Cruise Lines and supercedes any prior or contemporaneous
agreements. By continuing to make bookings with Carnival following receipt of
this Agreement, Vista Vacations is agreeing to all of the terms and conditions
contained herein.
Teri, we sincerely appreciate your support of Carnival Cruise Lines and are
confident that this commission exception will help us significantly build our
business together. We are very pleased to be working with you and look forward
to a successful 1999!
Best Regards,
/s/ Fred Stein
Fred Stein
Supervisor, Agency Compensation
CC: Christine Arnholt, Tracey Kelly, Janice Lynne
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