AMERICAN TRAVEL AND MARKETING, INC.
AMERICAN LEISURE, INC.
TRAVEL HUNT, INC.
AGREEMENT
This Agreement is made as of September 10, 2003 ("Effective Date) by and between
and Travel Hunt, Inc. (THI), with offices at 3237 NE 10th Street, Suite 2,
Pompano, FL 33062, and American Travel & Marketing Group, Inc. (ATMG), American
Leisure, Inc. (ALI) with offices at 6691 Nob Hill Road, Tamarac, FL 33321.
Section 1. Responsibilities of ATMG & ALI
------------------------------
A ATMG & ALI agrees to offer "Product," as described in Addendum I, to members
of THI. ATMG & ALI agrees to offer Product through THI or directly to members as
THI may direct. ATMG & ALI agrees to offer Product in accordance with the
Product Discount Schedule and other provisions set forth in Addendum I.
B. ATMG & ALI agrees to pay THI compensation for services rendered relative to
the administration of the program in the form of a monthly commission on the
Products sold to members as set forth in Addendum 1.
C. Each month ATMG & ALI agrees to provide THI, in a mutually agreeable format,
with a report on Product usage during the preceding month.
D. ATMG & ALI agrees to provide THI with ad copy, photos and/or illustrations as
needed by THI for promotion in printed or electronic media. ATMG & ALI
acknowledges that THI, at its sole discretion will determine the placement and
the number of times such ad placement appears as well as the usage and size of
any ad copy, photos, or illustrations submitted by ATMG & ALI for promotional
purposes. THI may not publish or alter ad copy, photos, or illustrations without
the written approval of ATMG & ALI. ATMG & ALI will not undertake any
independent marketing or solicitation of THI members unless the marketing plan
and the advertisement and solicitation materials to be utilized by ATMG & ALI
are provided to THI for its prior approval.
E. ATMG & ALI agrees to provide toll-free telephone access number as set forth
in Addendum I for use by members.
F. ATMG & ALI agrees to take necessary steps to resolve any and all oral and
written complaints from members of THI regarding Product in a timely manner. A
written summary of complaints, both oral and written with their respective
responses, will be provided by ATMG & ALI to THI on a monthly basis.
Section II. Responsibilities of THI
-----------------------
A. THI agrees to use its best efforts to promote Product to members, which
includes, but is not limited to:
o Web site promotional material, which will include packages and special
discount information.
o Inclusion in electronic newsletters.
o Insert in New Member and Renewal Member Kits, as applicable.
o Special Events at which THI is a sponsor or supporter.
o Other promotional opportunities as they become available.
B. THI agrees to preserve in its files all original ad copy, photos, and
illustrations provided by ATMG & ALI for promotional purposes. Such material
shall be maintained by THI for use in its catalogues, brochures, website and
other publications used to promote the Product. Upon any termination of this
agreement, all such original materials shall be promptly returned to ATMG & ALI.
THI agrees to remove, upon such termination, any references to the ATMG & ALI
product on the THI website.
C. THI shall have the right to use, during the term of this Agreement and only
as specifically set forth herein, certain trademarks and logos of ATMG & ALI in
connection with the promotions described in this Agreement.
D. THI shall submit to ATMG & ALI in advance for written approval of all
advertisements, displays, promotional materials and other items bearing any
trademark, name or logo of ATMG & ALI, and in no such event shall THI make use
of any trademark, name or logo of ATMG & ALI without such approval. THI shall
take any action reasonably requested by ATMG & ALI to protect ATMG & ALI's
trademarks and other intellectual property including, without limitation,
identifying any trademarks with the marking "TM", "SM", or R., as applicable.
THI shall not use any trademark or other intellectual property of ATMG & ALI in
a manner or in a context that is detrimental to ATMG & ALI's goodwill or
interest. THI hereby acknowledges that it shall not acquire any right, title, or
ownership interest in any trademark or other intellectual property of ATMG & ALI
as a result or in connection with this Agreement.
E. ATMG & ALI shall have the right to use, during the term of this Agreement and
only as specifically set forth herein, certain trademarks and logos of THI in
connection with the promotions described in this Agreement. ATMG & ALI shall
submit to THI in advance for written approval of all advertisements, displays,
promotional materials and other items bearing any trademark, name or logo of
THI, and in no such event shall ATMG & ALI make use of any trademark, name or
logo of THI without such approval. ATMG & ALI shall take any action reasonably
requested by THI to protect THI' trademarks and other intellectual property
including, without limitation, identifying any trademarks with the marking "TM"t
"SM", or R., as applicable. ATMG & ALI shall not use any trademark or other
intellectual property of THI in a manner or in a context that is detrimental to
THI' goodwill of interest. ATMG & ALI hereby acknowledges that it shall not
acquire any right, title, or ownership interest in any trademark or other
intellectual property of THI as a result or in connection with this Agreement.
Section III. Confidentiality
---------------
Neither ATMG & ALI, THI, nor their respective officers, directors, employees, or
agents shall disclose the terms of this Agreement to any unaffiliated third
party without the written consent of the other party, except as required by law.
Except as set forth in this Section III, each party agrees that it will not
publish, communicate or disclose any membership list, names addresses, phone
number of members, database or to their confidential documents or information
concerning the business, goods, or services of the other party, furnished to
such party in connection with this Agreement (collectively "Confidential
Information"). Each party agrees that it shall not use in any way for its own
account or the account of any third party, nor disclose to any third party, any
such Confidential Information revealed to it by the other party for any purpose
other than to carry out its express rights and publications under this
Agreement. Each party shall protect the other party's Confidential Information
from disclosure or misuse with the same degree of care it uses to protect its
own Confidential Information of a similar nature, but in no event with less than
reasonable care. This Section III shall survive the termination of this
Agreement.
Section IV. Communications from Regulatory Agencies
---------------------------------------
If either party receives any inquiry from any administrative authority, which in
either party's sole opinion requires the other party's cooperation in
responding, then via fax notification upon receipt by either party to the other,
the parties must provide assistance to the other as may reasonably be requested
in responding to such an inquiry, including, but not limited to, providing a
joint written response as to either party's knowledge of the matter of inquiry.
Section V. Term and Termination
--------------------
A. This Agreement shall commence upon the Effective date set forth above and
shall continue until for a twelve-month period unless earlier terminated as
provided herein, This Agreement shall automatically renew for subsequent
12-month periods unless 60-day written notice of intended termination is
received from either party,
B. Either party may terminate this Agreement if mutually agreed upon for any
reason whatsoever, or by written notice to the other party, if the party
breaches a material provision of this Agreement and the breach has not been
cured within ten (10) days of receipt of notice of such breach. This Agreement
may also be terminated by either party by written notice to the other party in
the event that either party becomes or is declared bankrupt or in the event of
insolvency or the appointment of a receiver by a court of competent
jurisdiction, assignment for the benefit of creditors, or levy of execution
directly involving either party.
C. Upon any termination of this Agreement, ATMG & ALI shall cease any
solicitation of THI members, except that ATMG & ALI may continue to sell those
products and services to members to whom ATMG & ALI is selling such products or
services at the time of termination of this Agreement. Upon completion of the
services being provided, ATMG & ALI will have no further relationship or contact
with such THI members, and that any solicitation by a third party offering ATMG
& ALI's services beyond the termination date, will not be a target marketing
program specific to THI members. The solicitation by any third party offering
ATMG & ALI's services shall not be considered a breach of this provision nor win
the incidental solicitation of individual members of THI.
D. Upon any termination of this Agreement, each party shall return to the other
party all copies of the other party's confidential information and erase the
other party's confidential information from its databases except such
information as is necessary to continue to service those members to whom ATMG &
ALI is permitted to continue limited sales pursuant to paragraph C. of this
Section V, or such information as agreed to by both parties.
Section VI. Miscellaneous Provisions
------------------------
A. INDEMIFICATION AND HOLD HARMLESS. ATMG & ALI agrees to indemnify and hold
harmless THI for all costs, expenses, and attorney fees THI may incur in
recovering from ATMG & ALI any property or belongings to or due THI. ATMG & ALI
agrees to indemnify and hold harmless THI for any claim, loss, cost, liability
or expense (including attorney fees), which THI may incur resulting from ATMG &
ALI's relationship with its members or with any applicable rules or statutes
regulating its industry or ATMG & ALI's breach of this Agreement, violation of
any law, regulation or court order.
THI agrees to indemnify and hold harmless AMTG & ALI for all costs, expenses,
and attorney fees AMTG & HN may incur in recovering from THI any property or
belongings to or due AMTG & HN. THI agrees to indemnify and hold harmless AMTG &
ALI for any claim, loss, cost, liability or expense (including attorney fees),
which AMTG & ALI may incur resulting from THI's relationship with its members or
with any applicable rules or statutes regulating its industry or THI's breach of
this Agreement, violation of any law, regulation or court order.
B. GOVERNING LAW; JURISDICTION - This Agreement shall be governed by and shall
be construed in accordance with the laws of the State of Florida, excluding its
conflict of laws and provisions.
C. WAIVER AND REMEDIES - The failure of either party to enforce at any time for
any period any provisions of this Agreement shall not be construed to be a
waiver of such provision or of the right of the party to thereafter enforce such
provision, nor shall any single exercise of any right or remedy hereunder
preclude any future exercise thereof or the exercise of any other right or
remedy. In the event any party hereto breaches or threatens to breach any
provisions of Section III, then the other party, in addition to any other
remedies it may have at law, shall be entitled to immediate injunctive relief
without the necessity of bond to prohibit such breach or threatened breach, it
being acknowledged by the parties hereto that an adequate remedy at law does not
exist for protection of the party's interests with respect to such provisions
and in the event of litigation, the prevailing party shall be entitled to
recover reasonable attorney's fees and court costs from the non-prevailing
party. Remedies provided herein are cumulative and not exclusive of any remedies
provided at law.
D. INDEPENDENT CONTRACTOR - The parties hereto are independent contractors.
Neither party shall have the right or power to enter into any agreement or
commitment in the name of or on behalf of or otherwise obligate or bind the
other, and neither of them shall hold itself out as having the authority to do
so. It is understood that this Agreement does not give THI the power to control
the material details of the work ATMG & ALI performs in connection with this
Agreement and ATMG & ALI has the sole and exclusive power and right to control
the details of AMTG & ALI's work.
E. INVALIDITY - If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, then such provision shall be
construed, as nearly as possible, to reflect the intentions of the parties
hereto with the other provisions; remaining in full force and effect.
F. NOTICE - Any notice to be given to the other party shall be in writing and
shall be deemed only if given if (i) delivered by telecopy with a record of
receipt, (ii) mailed by certified mail return receipt requested, or (iii) sent
by prepaid overnight courier, with a record of receipt requested. If to THI, at
3237 NE 10th Street, Suite 2, Pompano, FL 33062; Attention: Nancy Reynolds; with
a copy to Anslow & Jaclyn, LLP, 4400 Route 9 South, Second Floor; Freehold, NJ,
07728; if to AMTG or ALI at 6691 Nob Hill Road, Tamarac, FL 33321; Attention
Toni Pallatto and Bill Morris, with a copy to Fred Hochsztein, 1940 Harrison
Street, Suite 300, Hollywood, FL 33020; Each party may change its Address by
written notice to the other.
G. ENTIRE AGREEMENT; AMMENDMENT - This Agreement constitutes the entire
Agreement between the parties with respect to the subject matter hereof and
supersedes all prior understandings, Agreements and arrangements between the
parties. No amendment or modification of this Agreement shall bind either party
hereto unless made in writing and signed by both parties. AMTG & ALI may not
assign this Agreement without the prior written consent of THI. Headings - The
section and subsection headings of this Agreement are solely for the purpose of
reference and shall not in any way affect the meaning or interpretation of this
Agreement.
IN WITNESS OF THE PROVISIONS OF THIS AGREEMENT AS SET FORTH ABOVE, this
Agreement has been duly executed and delivered by the duly authorized
representatives of the parties herein as of the day and year first above
written.
Travel Hunt, Inc. American Leisure, Inc.
By: /s/ Nancy Reynolds By: /s/ Toni Pallatto
Its: President Its: President
Date: Date
American Travel and Marketing Group, Inc
By: /s/ Bill Morris
Its: President
Date:
AMERICAN TRAVEL AND MARKETING GROUP INC.
AMERICAN LEISURE, INC.
TRAVEL HUNT, INC.
ADDENDUM I
Upon TRAVEL HUNT, INC. execution followed by acceptance and execution by an
authorized representative of AMERICAN TRAVEL AND MARKETING GROUP, INC., and of
AMERICAN LEISURE, INC. at the offices in Broward County, Florida, this Addendum
supersedes and replaces any prior ADDENDUM I and becomes a part of and is
incorporated in THI's AGREEMENT dated as of __________, 2003.
Section I: Product Description - Fee-Based Services
A. AMTG & ALI agrees to offer PRODUCT described as AMTG & ALI fee-based travel
benefits and services, including access to the following:
Retail price point of $59.95
o Full-service travel center, 9 am to 6 PM weekdays
o Discount hotel program at over 14,000 hotels worldwide
o Discount off car rental
o Discount for cruises
o 1200 prepaid phone card minutes (twenty hours)
o Lowest available airfare at time of booking
o Discount on select resort condominiums
o Discount Attraction and Show Tickets
o Dedicated toll-free number
o Discounts on select travel-related products
o Western Union payment processing for cash customers
o Customized Vacation Packages
o Concierge Services
o Limousine Service Arrangements
o Trip Routing
o Destination Reports
o Customized Online Booking Engine
o Traveler's Cheques, for a fee, in the form of a tailored stored value
card
o Quarterly Newsletter online
o Electronic postcards
o Insurance Services:
o Trip Interruption,
o Baggage Insurance,
o Travel Insurance,
o Repatriation Insurance
o Additional savings on catalog and retail travel offerings
o Account reporting.
B. The membership fee is $59.95, of which THI will receive $16.00.
IN WITNESS OF THE PROVISIONS OF THIS AGREEMENT AS SET FORTH ABOVE, this
Agreement has been duly executed and delivered by the duly authorized
representatives of the parties herein as of the day and year first above
written.
TRAVEL HUNT, INC. AMERICAN TRAVEL
& MARKETING GROUP, INC.
By: /s/ Nancy Reynolds By: /s/ Toni Pallatto
Its: President Its: President
Date: Date
AMERICAN LEISURE, INC
By: /s/ Bill Morris
Its: President
Date: