Exhibit 10 - Independent Contractor Agreement
INCENTIVE CONNECTION TRAVEL, INC
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Incentive Connection Travel Building 13029 North Cave Creek Road,
Suites 201-204 Phoenix Arizona 85022. (602) 867 9606 . Fax: (602) 485-8587
MEMBERS OF ARC / IATA / CLIA / ASTA / NACTA E-MAIL: ICTROBERT@USWEST.NET
CONTRACT BETWEEN INCENTIVE CONNECTION TRAVEL, INC AND
OUTSIDE SALESPERSON/INDEPENDENT CONTRACTOR
AGREEMENT MADE THIS 1ST DAY OF JULY, 2002, BETWEEN INCENTIVE CONNECTION
TRAVEL, INC, A TRAVEL AGENCY, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 13029
NORTH CAVE CREEK ROAD, SUITES 201-204, PHOENIX, ARIZONA 95022, HEREINAFTER
REFERRED TO AS "AGENCY", AND,
(NAME OF LEGAL OWNER): EDWARD C. ZIMMERMAN, III
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DOING BUSINESS AS (AGENCY NAME): EZ TRAVEL, INC.
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OF (ADDRESS): 3415 OCATILLO MESA WAY
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CITY: NORTH LAS VEGAS STATE: NV ZIP: 89031
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HEREINAFTER REFERRED TO AS THE INDEPENDENT CONTRACTOR ("IC").
TERM OF AGREEMENT
THE AGENCY HEREBY RETAINS THE IC TO ACT AS AN INDEPENDENT OUTSIDE
SALESPERSON AND THE IC AGREES TO ACT IN SUCH CAPACITY ON BEHALF OF THE AGENCY
FOR A PERIOD OF 12 MONTHS FROM THE DATE OF THIS CONTRACT. AT THE END OF THAT
PERIOD, THE CONTRACT SHALL AUTOMATICALLY BE EXTENDED FOR AN ADDITIONAL 12
MONTHS, UNDER THE PROCEDURES AND CONDITIONS THEN IN EFFECT, UNLESS EITHER
PARTY SERVES THE OTHER WITH WRITTEN NOTICE 10 DAYS PRIOR TO THE EXPIRATION
DATE OF HIS INTENTION NOT TO RENEW.
DUTIES OF INDEPENDENT CONTRACTOR
THE INDEPENDENT CONTRACTOR IS HEREBY RETAINED BY THE AGENCY AS A SELF-
EMPLOYED BUSINESSPERSON TO SELL TRAVEL AND TRAVEL SERVICES TO THE PUBLIC ON
BEHALF OF THE AGENCY.
COMPENSATION OF INDEPENDENT CONTRACTOR
AS COMPENSATION FOR THE SERVICES RENDERED BY IC UNDER THIS AGREEMENT, IC
SHALL BE ENTITLED TO COMMISSIONS ON SALES AS FOLLOWS:
A. COMPUTATION
1. IN GENERAL. IC (AGENT) SHALL BE ENTITLED TO SEVENTY PERCENT
(70%) OF THE GROSS COMMISSIONS RECEIVED BY THE AGENCY FOR SALES OF TRAVEL OR
SERVICES BY THE IC. ALL EXPENSES RELATING TO THESE SALES SHALL BE BORNE BY
THE IC, UNLESS OTHERWISE AGREED IN WRITING SIGNED BY THE PARTIES. ALLOWED
OVERRIDE COMMISSIONS RECEIVED BY THE AGENCY SHALL BE CONSIDERED A PART OF THE
GROSS COMMISSIONS.
2. WHILE IC IS FREE TO DO BUSINESS WITH ANY OTHER TRAVEL AGENCY,
AGENCY SHALL RECEIVE ITS SHARE OF THE COMMISSION PAID BY ANY SUPPLIER AS SET
FORTH AT SUBPARAGRAPH A(l) ABOVE FOR ANY SALE IN WHICH IC USES THE AGENCY ARC
OR IATANNUMBER TO PROCESS THE SALE.
B. METHOD OF PAYMENT. IC SHALL BE PAID MONTHLY BY AGENCY. AGENCY SHALL
WITHIN 15 DAYS OF THE END OF EACH MONTH, PROVIDE IC WITH AN ACCOUNTING OF ALL
COMMISSIONS EARNED AND EXPENSES DIRECTLY A1TRIBUTABLE TO THOSE SALES IN WHICH
TRAVEL IS COMPLETED OR SERVICE IS RENDERED DURING THE PREVIOUS MONTH,
ACCOMPANIED BY PAYMENT FOR IC'S SHARE OF THOSE COMMISSIONS EARNED, PROVIDED
THAT AGENCY HAS RECEIVED THOSE COMMISSIONS FROM SUPPLIER.
IC TO PROVIDE OWN BUSINESS SUPPLIES AND BE RESPONSIBLE FOR OWN EXPENSES
IC SHALL PROVIDE HIS OWN BUSINESS CARDS AND OTHER PROMOTIONAL MATERIALS
AND SHALL OTHERWISE BE RESPONSIBLE FOR ALL EXPENSES INCURRED IN PERFORMING
HIS DUTIES UNDER THIS AGREEMENT. IC'S CLIENT BASE BELONGS TO IC.
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PLACE OF WORK
IC MAY CHOOSE WHERE THE WORK IS TO BE PERFORMED, IS NOT REQUIRED TO WORK
ON THE PREMISES OF AGENCY AND IS NOT REQUIRED TO ANSWER THE PHONES, OR
PERFORM ANY OTHER DUTIES AT AGENCY'S OFFICES.
HOURS
IC MAY WORK WHATEVER HOURS HE/SHE WISHES. NO FIXED HOURS ARE REQUIRED BY
AGENCY. IC SHALL NOT BE REQUIRED TO ATTEND OFFICE MEETINGS OR OFFICE TRAINING
SESSIONS.
RISK OF LOSS/PROFIT POTENTIAL
IC ASSUMES THE RISK OF INCURRING A LOSS IF HIS/HER SHARE OF SALES
COMMISSIONS DOES NOT COVER THE IC'S EXPENSES. SIMILARLY, IC ENJOYS THE RIGHT
TO EARN A PROFIT YIELDED BY COMMISSIONS SHARED PURSUANT TO THIS AGREEMENT.
NO ENTITLEMENT TO VACATION OR OTHER BENEFITS AS IC
AS A SELF EMPLOYED INDIVIDUAL, IC SHALL NOT RECEIVE OR EARN ANY VACATION OR
SICK PAY FROM AGENCY AND IS NOT COVERED UNDER AGENCY'S MEDICAL OR DENTAL
PLAN.
ABILITY TO HIRE ASSISTANTS
IC RETAINS THE RIGHT TO EMPLOY WHATEVER ASSISTANTS OR BRING IN WHATEVER
PARTNERS HE/SHE MAY REQUIRE AT IC'S EXPENSE IN ORDER TO ACCOMPLISH THE GOAL
OF TRAVEL SALES CONTEMPLATED BY THIS AGREEMENT.
IC SHALL BE RESPONSIBLE FOR FILING OF FEDERAL, STATE, AND LOCAL
ESTIMATED TAX PAYMENTS ON COMMISSIONS RECEIVED FROM TRAVEL AGENCY, AND FOR
OTHER ASSESSMENTS.
IC AGREES TO BE FULLY RESPONSIBLE FOR COMPLYING WITH ALL FEDERAL, STATE,
AND LOCAL LAWS IN CONNECTION WITH PERFORMANCE, INCLUDING, BUT NOT LIMITED TO,
PAYMENT OF ANY ESTIMATED OR OTHER FEDERAL, STATE, OR LOCAL INCOME TAXES, AND
PAYMENT OF APPLICABLE CHARGES FOR SOCIAL SECURITY, FICA, AND WORKER'S
COMPENSATION.
AGENCY SHALL NOT BE RESPONSIBLE FOR PAYMENT OR WITHHOLDING OF ANY SUCH
ITEMS IN CONNECTION WITH SERVICES RENDERED BY IC UNDER THIS AGREEMENT. IC
AGREES TO INDEMNIFY AND HOLD AGENCY HARMLESS FOR ANY ASSESSMENTS AGAINST
AGENCY BECAUSE OF ANY FAILURE BY IC TO PROPERLY PAY FEDERAL, STATE, OR LOCAL
INCOME TAXES (INCLUDING ESTIMATED TAX PAYMENTS) AND FILE RETURNS IN
CONNECTION THEREWITH, OR TO PAY SOCIAL SECURITY, FICA, OR WORKER'S
COMPENSATION.
OBLIGATIONS OF IC
IC WILL NOT, AT ANYTIME, EITHER HIMSELF/HERSELF, OR THROUGH, OR WITH THE
AID OR ASSISTANCE OF OTHERS, TAKE, MISAPPROPRIATE, OR MISUSE ANY CLIENT LIST,
NAME, FILE, BOOK, RECORD OR ACCOUNT OR OTHER CONFIDENTIAL CUSTOMER DATA USED
AT OR IN THE TRAVEL AGENCY'S BUSINESS. THESE ITEMS ARE AND SHALL REMAIN THE
PROPERTY OF THE AGENCY.
TERMINATION OF AGREEMENT
EVENTS CAUSING TERMINATION: THIS AGREEMENT IS NOT TERMINABLE PRIOR TO
ITS EXPIRATION AT THE WILL OF EITHER PARTY, BUT IS INSTEAD TERMINABLE ONLY ON
THE FOLLOWING GROUNDS:
THE OCCURRENCE OF CIRCUMSTANCES THAT MAKE IT IMPOSSIBLE OR
IMPRACTICABLE FOR THE BUSINESS OF THE AGENCY TO CONTINUE;
THE DEATH OF IC;
THE WILLFUL OR NEGLIGENT BREACH OF DUTY BY THE IC IN THE COURSE OF
HIS PERFORMANCE UNDER THIS AGREEMENT;
THE CONTINUED INCAPACITY ON THE PART OF IC TO PERFORM HIS/HER
DUTIES.
EFFECT OF TERMINATION ON COMPENSATION
IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT PRIOR TO THE
COMPLETION OF ITS TERM SPECIFIED HEREIN, IC SHALL BE ENTITLED TO THE
COMPENSATION EARNED BY HIM/HER PRIOR TO THE DATE OF TERMINATION AS PROVIDED
FOR IN THIS AGREEMENT COMPUTED PRO RATA UP TO AND INCLUDING THAT DATE; IC
SHALL BE ENTITLED TO NO FURTHER COMPENSATION AS OF THE DATE OF TERMINATION,
EXCEPT THAT WHICH WAS BOOKED AND EARNED PRIOR TO TERMINATION. AGENCY RESERVES
THE RIGHT HOLD BACK FINAL PAYMENTS FOR UP TO 6 MONTHS AGAINST FUTURE DEBIT
MEMOS AND/OR CHARGE BACKS. IC RETAINS OWNERSHIP OF HIS/HER CLIENT DATABASE.
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REMEDIES
ANY CONTROVERSIES OR CLAIMS ARISING OUT OF, OR RELATING TO THIS
AGREEMENT, OR THE MAKING, PERFORMANCE, OR INTERPRETATION THEREOF, SHALL BE
SETTLED BY ARBITRATION IN PHOENIX ARIZONA IN ACCORDANCE WITH THE RULES OF THE
AMERICAN ARBITRATION ASSOCIATION THEN EXISTING, AND JUDGEMENT ON THE
ARBITRATION A WARD MAYBE ENTERED IN ANY COURT HAVING JURISDICTION OVER THE
SUBJECT MATTER OF THE CONTROVERSY.
ATTORNEY'S FEES AND COSTS
IF ANY ACTION AT LAW OR IN EQUITY IS NECESSARY TO ENFORCE OR INTERPRET
THE TERMS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO
REASONABLE ATTORNEYS' FEES, COSTS, AND NECESSARY DISBURSEMENTS IN ADDITION TO
ANY RELIEF TO WHICH HE MAY BE ENTITLED.
GENERAL PROVISIONS
PARTIAL VALIDITY. IF ANY PROVISION OF THIS AGREEMENT IS HELD BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE, THE
REMAINING PROVISIONS SHALL NEVERTHELESS CONTINUE IN FULL FORCE WITHOUT BEING
IMPAIRED OR INVALIDATED IN ANY MANNER.
AGENCY SHALL NOT BE LIABLE FOR ANY EXPENSE INCURRED OR ERROR MADE BY IC
AND SHALL NOT BE LIABLE TO IC OR ANY THIRD PARTY FOR ANY ACTS OF IC. IC
AGREES UNCONDITIONALLY TO REIMBURSE AGENCY FOR ANY AND ALL CHARGE BACKS OR
EXPENSES OF ANY KIND, IMMEDIATELY UPON PRESENTATION OF THE SUPPORTING
DOCUMENTATION ARISING FROM ANY REASON IN CONNECTION WITH IC'S SALE OF TRAVEL.
IC SHALL HA VENO AUTHORITY TO BIND, OBLIGATE OR COMMIT AGENCY BY ANY PROMISE
OR REPRESENT A TION UNLESS SPECIFICALLY AUTHORIZED BY AGENCY IN WRITING FOR A
PARTICULAR TRANSACTION. IN THE EVENT ANY TRANSACTION IN WHICH IC IS INVOLVED
RESULTS IN DISPUTE, LITIGATION OR LEGAL EXPENSE, IC SHALL BE LIABLE FOR ALL
EXPENSES CONNECTED WITH SUCH DISPUTE, LITIGATION AND/OR LEGAL EXPENSE. AGENCY
WILL PLACE IC ON IATAN LIST AND APPLY FOR IATAN CARD WHEN IC QUALIFIES UNDER
THE THEN CURRENT IATAN REGULATIONS. AGENT AGREES TO PERFORM THE SERVICES ON
EACH SALE HE/SHE ACCEPTS IN A MANNER IN ACCORD WITH THE FORMAT WHICH MAYBE
PROSCRIBED BY REGULATIONS APPLICABLE TO THE SALE AND IN A MANNER IN
CONFORMANCE WITH ORDINARY BUSINESS CUSTOM. AGENT AGREES TO HOLD IC HARMLESS
FOR ANY ACT OF GOD OR CONDITION BEYOND IC'S CONTROL.
LAW GOVERNING AGREEMENT.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF ARIZONA.
COMPLETE AGREEMENT; MODIFICATION OR WAIVER
THIS AGREEMENT REPRESENTS THE COMPLETE UNDERSTANDING OF THE PARTIES WITH
RESPECT TO THE DESCRIBED OUTSIDE SALES RELATIONSHIP. IT IS NOT TO BE AMENDED
AFTER THE DATE HEREOF EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY BOTH
PARTIES. NO AMENDMENT, MODIFICATION, TERMINATION OR WAIVER SHALL BE BINDING
UNLESS IN WRITING AND SIGNED BY THE PARTY AGAINST WHOM THE AMENDMENT,
MODIFICATION, TERMINATION OR WAIVER IS SOUGHT TO BE ENFORCED. NO WAIVER OF
ANY PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED, OR SHALL CONSTITUTE, A
WAIVER OF ANY OTHER PROVISIONS, WHETHER OR NOT SIMILAR, NOR SHALL ANY WAIVER
CONSTITUTE A CONTINUING WAIVER.
EXECUTED AT (CITY) NORTH LAS VEGAS (STATE) NEVADA
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ON THIS 1ST DAY OF JULY OF 2002.
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INDEPENDENT CONTRACTOR (LEGAL OWNER) EDWARD C. ZIMMERMAN, III
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COMPANY NAME EZ TRAVEL, INC. FAX (702) 221-1963
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BY:(SIGNATURE) /s/ Edward C. Zimmerman III SOC SEC OR FED ID# 80-0001653
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BUSINESS ADDRESS (NO PO BOX) 3415 OCATILLO MESA WAY
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CITY NORTH LAS VEGAS STATE NV ZIP 89031
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DAY PHONE (702) 221-1952 EVENING PHONE (702) 250-0917
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E-MAIL ADDRESS: eztravellv@netscape.net
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FOR INCENTIVE CONNECTION TRAVEL, INC
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