Travel Agency Freelance Service Contract
This Travel Agency Freelance Service Contract ("Contract") is entered into as of [Effective Date], by and between [Your Company Name], located at [Your Company Address] ("Agency"), and [Freelancer Name], located at [Freelancer Address] ("Freelancer").
Recitals
WHEREAS, the Agency wishes to engage the Freelancer to provide certain services relating to travel consultancy and planning; AND
WHEREAS, the Freelancer wishes to provide such services under the terms and conditions set forth in this Contract.
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Article 1: Definitions
1.1 Services: The term "Services" encompasses all tasks, activities, and deliverables to be provided by the Freelancer to the Agency, as outlined and detailed within the Scope of Work attached to this Contract. These services primarily involve travel consultancy and planning, including but not limited to itinerary creation, accommodation arrangements, transportation bookings, and other related travel assistance.
1.2 Confidential Information: Under this Contract, "Confidential Information" refers to any and all proprietary or sensitive data, whether disclosed in written or oral form, that one party (the disclosing party) shares with the other party (the receiving party) and designates as confidential. Such information may include, but is not limited to, client lists, business strategies, financial data, trade secrets, and any other information deemed confidential by the disclosing party.
Article 2: Scope of Work
2.1 Description of Services: The Freelancer agrees to undertake the services described in detail within the Scope of Work document attached to this Contract. This Scope of Work outlines the specific tasks, milestones, and deliverables expected from the Freelancer throughout the duration of the engagement. It delineates the scope, objectives, timelines, and any other pertinent details necessary for the successful completion of the project.
2.2 Professional Conduct: Throughout the provision of services, the Freelancer commits to maintaining a high standard of professionalism and expertise. This includes adhering to industry best practices, promptly addressing client inquiries and concerns, and conducting all activities in a manner that reflects positively on both the Freelancer and the Agency. The Freelancer shall exercise diligence, skill, and care in executing the agreed-upon tasks and shall strive to meet or exceed the expectations outlined within the Scope of Work.
Article 3: Term and Termination
3.1 Commencement and Duration: This Contract shall commence on the Effective Date specified herein and shall remain in effect until the End Date indicated, unless terminated earlier in accordance with the provisions outlined herein.
3.2 Termination Rights: Either party reserves the right to terminate this Contract at any time by providing written notice to the other party. Such notice shall be given no less than the number of days specified herein, allowing both parties adequate time to make necessary arrangements and transitions.
3.3 Termination for Cause: In addition to termination at will, either party may terminate this Contract for cause, upon written notice to the other party, in the event of a material breach of any provision contained herein. Upon such termination, the non-breaching party shall be entitled to pursue any remedies available at law or in equity.
Article 4: Compensation and Payment Terms
4.1 Fee Structure: The Agency agrees to compensate the Freelancer for the services rendered under this Contract in accordance with the terms outlined in the attached Compensation Exhibit. The Compensation Exhibit specifies the agreed-upon fee structure, including any hourly rates, project-based fees, or other compensation arrangements mutually agreed upon by both parties.
4.2 Payment Schedule: Payment for services rendered shall be made by the Agency within the number of days specified in the Payment Due Days section of this Contract, following the receipt of a valid invoice from the Freelancer. The Freelancer shall submit invoices detailing the services provided, along with any applicable expenses, in a format acceptable to the Agency.
4.3 Late Payment: In the event of late payment by the Agency, the Freelancer reserves the right to assess late fees, interest charges, or other penalties as specified in this Contract or as permitted by law. Late payments may result in suspension of services until payment is received in full, without prejudice to any other rights or remedies available to the Freelancer.
Article 5: Confidentiality
5.1 Acknowledgment of Confidentiality: The Freelancer acknowledges that during the course of engagement, they will inevitably come into possession of Confidential Information belonging to the Agency. Such information may include proprietary methodologies, client lists, financial data, business strategies, and other sensitive materials.
5.2 Obligation of Confidentiality: The Freelancer agrees to maintain the strictest confidentiality with respect to all Confidential Information disclosed by the Agency. They shall not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Agency, except as required by law.
5.3 Protection of Confidential Information: The Freelancer shall take all reasonable measures to safeguard the Confidential Information from unauthorized access, use, or disclosure. This includes implementing appropriate security protocols, restricting access to Confidential Information on a need-to-know basis, and ensuring that all electronic and physical copies of Confidential Information are adequately protected from theft, loss, or unauthorized access.
Article 6: Intellectual Property Rights
6.1 Ownership of Work Products: All work products, deliverables, and intellectual property created or developed by the Freelancer in the course of performing the Services under this Contract shall be deemed the exclusive property of the Agency. This includes, but is not limited to, written reports, travel itineraries, custom software applications, designs, and any other tangible or intangible creations resulting from the Freelancer's efforts.
6.2 Assignment of Rights: The Freelancer hereby irrevocably assigns, transfers, and conveys to the Agency all right, title, and interest in and to the aforementioned work products and intellectual property, including all associated copyrights, trademarks, patents, and trade secrets. This assignment shall be effective immediately upon creation of such work products and shall endure in perpetuity.
6.3 License Grant: Notwithstanding the foregoing, the Freelancer retains a non-exclusive, royalty-free license to use any pre-existing materials or intellectual property necessary for the performance of the Services under this Contract. Such license is limited solely to the extent required to fulfill the Freelancer's obligations hereunder and shall terminate upon completion or termination of this Contract.
Article 7: Independent Contractor
7.1 Independent Contractor Status: The Freelancer acknowledges and agrees that they are engaged as an independent contractor and not as an employee, partner, or agent of the Agency. This Contract does not create any employment relationship between the parties, and the Freelancer shall have no authority to bind the Agency or act on its behalf, except as expressly authorized herein.
7.2 Responsibility for Taxes and Benefits: As an independent contractor, the Freelancer shall be solely responsible for reporting and paying all taxes, including income taxes, self-employment taxes, and any other applicable taxes, arising from the compensation received under this Contract. The Freelancer acknowledges that they are not entitled to any employee benefits, including but not limited to health insurance, retirement benefits, or paid time off, provided by the Agency to its employees.
7.3 Exclusivity: Nothing in this Contract shall prohibit the Freelancer from providing similar services to other clients or engaging in other business activities, provided that such activities do not conflict with the Freelancer's obligations under this Contract or create a competing interest with the Agency.
Article 8: Indemnification
8.1 Indemnification Obligation: The Freelancer agrees to indemnify, defend, and hold harmless the Agency, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or related to any breach of this Contract by the Freelancer or any negligent or wrongful act or omission by the Freelancer in the performance of the Services.
8.2 Scope of Indemnity: The indemnification provided herein shall extend to any claims or actions brought by third parties, including but not limited to clients of the Agency or other parties affected by the Freelancer's actions or omissions. The Freelancer's obligation to indemnify shall survive the termination of this Contract and shall remain in full force and effect thereafter.
Article 9: Miscellaneous
9.1 Entire Agreement: This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral, between the parties relating to the same subject matter.
9.2 Amendment: This Contract may only be amended by a written agreement signed by both parties. Any amendments or modifications to this Contract shall be deemed effective only upon such written agreement.
9.3 Severability: If any provision of this Contract is held to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be replaced with a valid, legal, and enforceable provision that most closely achieves the intended economic effect of the original provision.
9.4 Binding Effect: This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, and legal representatives.
9.5 Governing Law: This Contract shall be governed by and construed in accordance with the laws of the jurisdiction specified herein, without giving effect to any principles of conflicts of law. Any disputes arising under or in connection with this Contract shall be resolved exclusively by the courts of competent jurisdiction located in [Jurisdiction].
IN WITNESS WHEREOF, the parties hereto have executed this Travel Agency Freelance Service Contract as of the Effective Date first above written.
For [Your Company Name]
Name:
Title:
Date:
For [Freelancer Name]
Name:
Date:
