This Travel Agent Agreement (“Agreement”) contains the complete terms and conditions that apply to your participation in the BostonAsapCoach Travel Agent Program described in this Travel Agent Agreement. You may be referred to in this Agreement as “you,” “Travel Agent,” “Participant,” and BostonAsapCoach may be referred to collectively as “us” or “the Parties.”
This Agreement will commence upon BostonAsapCoach acceptance of your Enrollment Application and will continue until either party terminates this Agreement, with or without cause, upon notice of termination to the other party (“Term”).
You will provide all Services in compliance with all applicable laws, codes, licensing requirements and regulations, and will be solely responsible to obtain all required governmental authorizations necessary for the full performance of the Services of this Agreement. You hereby further represent and warrant that:
Participant shall not create, publish, distribute, or permit any written material that names or references BostonAsapCoach without first submitting such material to BostonAsapCoach and receiving BostonAsapCoach prior written consent.
You and BostonAsapCoach are independent contractors with respect to each other in connection with this Agreement. Nothing contained herein shall imply any partnership, joint venture or agency relationship between the Parties and neither of us shall have the power to obligate or bind the other in any manner whatsoever.
In performing the Service or this Agreement, each of BostonAsapCoach and Participant may disclose to the other certain information (“Information”) which is considered by the disclosing party to be proprietary or confidential information, including, without limitation, the term of this Agreement, business, marketing and financial information, customer and vendor lists, including name, address and travel information, and pricing and sales information.
All information shall remain the sole property of the disclosing party, and the receiving party shall maintain and protect the confidentiality of the Information using the same degree of care as the receiving party uses to protect its own confidential and proprietary Information, but not less than a reasonable degree of care. The receiving party may only use the disclosing party’s Information to perform the Services and this Agreement and shall not disclose such Information to any third party without the prior written consent of the disclosing party. The restrictions of the use or disclosure of any Information shall not apply to any information;
This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person or entity other than the Parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
if any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all remaining provisions of this Agreement shall not be affected and shall remain in full force and effect.
BostonAsapCoach aggregate liability to you for any claim arising in connection with this Agreement (weather in contract, tort, or any other theory of recovery) shall in no event exceed the applicable fees or commissions actually paid or payable to participant during the three (3) months preceding the applicable claim. In no event shall BostonAsapCoach have any liability hereunder for any indirect, special, punitive or consequential damages including, without limitation, loss of profit or business opportunities, weather or not BostonAsapCoach knew or should have known that such damage might be incurred.
You shall indemnify, defend and hold harmless BostonAsapCoach its affiliates, successors and assigns and their respective officers, directors, shareholders and employees, from and against any and all losses, liabilities, damages, actions, claims, expenses and costs including, without limitation, reasonable attorneys’ fees, which result or arise from or are based on
Each Party hereby agrees to submit to binding arbitration, all disputes or controversies arising out of or in conjunction with this Agreement in accordance with the commercial arbitration rules of the American Arbitration Association (AAA) then in effect and judgment upon the award shall be final and unappealable and may be entered in any court having jurisdiction thereof. Nothing contained herein shall, however, be construed to limit or preclude BostonAsapCoach from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief as BostonAsapCoach may deem to be necessary or appropriate against conduct or threatened conduct by Participant.
This Agreement constitutes:
This Agreement shall be governed by, and construed in accordance with the internal laws of the State of Massachusetts without regard to conflicts of law principles thereof.
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