Independent Contractor Agreement

KHMTravelPro
INDEPENDENT CONTRACTOR AGREEMENT

This “KHM CONSULTING” AGREEMENT is entered into between KHM
Consulting, Inc., hereinafter referred to as KHM Consulting, having its
principal place of business at 1152 Pearl Road, Brunswick, Ohio 44212 and the
Independent Contractor indicated below, hereinafter referred to as the
Independent Contractor.

1. Term of Agreement – KHM Consulting hereby retains the
Independent Contractor to act as an independent outside salesperson and the
Independent Contractor agrees to act in such a capacity on behalf of KHM
Consulting for a period of one year from the date of this agreement. By
submitting this application you are agreeing to 12 consecutive months of
service at $49.95/month or $498.00 annually (if selected). This membership term
will renew automatically for my convenience unless I or KHM Travel Group elect
to discontinue the membership in accordance with the Terms and Conditions.
Notice must be made in writing and emailed or faxed to KHM Consulting 30 days
prior to the anniversary date.

2. Duties of Independent Contractor – The Independent Contractor
is hereby retained by KHM Consulting as a self-employed business person to sell
travel and travel services to the public on behalf of KHM Consulting.

3.Fees
- MONTHLY OPTION: KHM Consulting will debit the Independent
Contractor’s credit card for the monthly membership fee monthly on anniversary
date.

- ANNUAL OPTION: An annual payment of $498.00. This is a savings
of over $200.00. KHM Consulting will debit the Independent Contractor’s credit
card for the annual membership fee each year on the anniversary date of this
sale.

Independent Contractor’s credit card authorization will be kept
on file at KHM Consulting headquarters.

4. Compensation of Independent Contractor – As compensation for
the services rendered under this Agreement, the Independent Contractor shall be
entitled to 80% – 90% of the point of sale commissions generated by Independent
Contractor and received by KHM Consulting. For complete details of the commission
plan, see Attachment “A”.

5. In General – For purposes of earning the IATAN card, KHM
Consulting shall report for the Independent Contractor 100% of the Gross
Commissions received by KHM Consulting for sales of travel or services by the
Independent Contractor.

6. Commission Compensation – The net commission is defined as
the commission to KHM Consulting and minus any commissions rebated to a
commercial account or individual client. The Independent Contractor shall not
enter into any rebating agreement, or other agreement, on behalf of KHM
Consulting without the written consent of KHM Consulting. Any gifts,
administration fees, ticketing fees, CRS charges, delivery fees, accounting
research fees, debit memos, charge backs, etc. will be deducted from the agents’
commissions.

7. Agency to Receive All Commissions – The Independent
Contractor agrees that all check and cash monies are to be transacted through
KHM Consulting and never directly to the supplier when using KHM Consulting’s
ARC, IATAN, CLIA, or other KHM Consulting Booking Identification Number. In the
event an Independent Contractor or his/her clients send any monies directly to
the supplier for booking made using KHM Consulting’s ARC, IATAN, CLIA, or
Booking Identification Number, this Independent Contractor Agreement will be
deemed in breach and may be terminated. All credit card transactions are to be
transacted and processed by the Independent Contractor directly with the
supplier/vendor. If the Independent Contractor authorizes or requests any supplier/vendor
to send commission directly to the Independent Contractor when using KHM
Consulting’s ARC, IATAN, CLIA, or Booking Identification Number, bypassing KHM
Consulting, this Independent Contractor Agreement will terminate immediately
and Independent Contractor will forfeit any and all unpaid commissions.

While the Independent Contractor is free to do business with any
entity or individual, KHM Consulting shall receive all of the commission paid
by any supplier for any sale in which the Independent Contractor uses KHM
Consulting’s ARC, IATAN, CLIA, or Booking Identification Number to process the
sale. The commissions will then be paid to the Independent Contractor.

8. Method of Payment – Independent Contractor shall be paid
monthly by KHM Consulting. KHM Consulting shall, within 25 days of the end of
each month, provide Independent Contractor with a statement of all commissions
earned and paid to KHM Consulting in the previous month, and all deducted
monthly fees, applicable GDS fees, and expenses directly attributable to those
sales as outlined above, accompanied by payment for Independent Contractor’s
share of those commissions earned. For purposes of qualifying for the IATAN
card, KHM Consulting shall report gross earning to the IRS (Form 1099) for the
Independent Contractor and pay net to Independent Contractor (minus expenses).

9. Examination of Books – The Independent Contractor shall have
the right, either personally or by accountant retained and paid by the
Independent Contractor, at times mutually convenient to KHM Consulting and the
Independent Contractor, but in any event at least once during each half of the
calendar year, to examine books and accounts of KHM Consulting insofar as they
relate to transactions affecting the amount of the Independent Contractor’s
compensation.

10. Independent Contractor Will Provide Their Own Business
Supplies and Be Responsible for Their Own Expenses – Independent Contractor
shall provide his/her own business cards and other promotional materials and
shall otherwise be responsible for all expenses incurred in performing his/her
duties under this Agreement.

11. Place of Work – The Independent Contractor may choose where
the work is to be performed, is not required to work on the premises of KHM
Consulting, and is not required to answer the phones, or perform any other
duties at KHM Consulting’s offices.

12. Hours – Independent Contractor may work whatever hours
he/she desires. No fixed hours may be required by KHM Consulting. The
Independent Contractor shall not be required to attend office meetings or
office training sessions.

13. Risk of Loss/Profit Potential – Independent Contractor
assumes the risk of incurring a loss if his/her share of sales commissions does
not cover the Independent Contractor’s expenses. Similarly, Independent
Contractor enjoys the right to earn a profit yielded by commissions shared
pursuant to this Agreement.

14. No Entitlement to Vacation or Health Benefits as Independent
Contractor – As a self-employed individual, the Independent Contractor shall
not receive or earn any vacation or sick pay from KHM Consulting and is not
covered under the agency’s medical or dental plan.

15. Ability to Hire Assistants – Independent Contractor retains
the right to employ assistants that he/she may require at the Independent
Contractor’s expense. Any assistant hired by the Independent Contractor may not
be a booking/sub-agent. It is the responsibility of the Independent Contractor
to pay his/her employees.

16. Independent Contractor Shall Be Responsible for Filing of
Federal, State, and Local Estimated Payments on Commissions Received from KHM
Consulting, and for Other Assessments. Independent Contractor agrees to be
fully responsible for complying with all federal, state, and local laws in
connection with performance of this Agreement, including, but not limited to,
payment of any estimated or other federal, state, or local income taxes,
payment of applicable charges for social security, FICA, worker’s compensation
and obtaining any required state or local licenses or registration as a
self-employed seller of travel/Independent Contractor. Independent Contractor
is also responsible for taxes and Social Security for any employee(s).

Independent Contractor agrees to indemnify and hold KHM
Consulting harmless for any assessments against KHM Consulting because of any
failure by Independent Contractor 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.

17. KHM Consulting and Independent Contractor Responsibility
Related to Website Access – KHM Consulting is not responsible or liable for any
direct or indirect loss of business or inconveniences resulting from
malfunctions, failures, downtime or maintenance of any hardware, software, web
page hosting, telephone lines, cable lines, intranet or internet. All computer
hardware and software is provided by third party vendors or suppliers and is
not the responsibility of KHM Consulting. Neither party shall be responsible
for downtimes, delays, software failures or nonperformance caused by acts of
God or governmental authority, strike or labor disputes, breach of contract by
suppliers, or any other cause beyond the reasonable control of that party.

18. Ownership of Customers – The parties acknowledge that all
customers introduced to KHM Consulting by the Independent Contractor are and
shall remain the property of the Independent Contractor. Those clients that
were introduced to the Independent Contractor by KHM Consulting are and shall
remain the property of KHM Consulting. If the Independent Contractor shall
cease to be associated with KHM Consulting for any reason, all customers of the
Independent Contractor, other than those introduced by KHM Consulting, shall be
free to continue doing business with the Independent Contractor independently,
or through any other Travel Agency.

19. Events Causing Termination – This Agreement is terminable
prior to its expiration for the following reasons:

(a) the occurrence of circumstances that make it impossible or
impractical for the business of KHM Consulting to continue;

(b) the death of the Independent Contractor;

(c) the willful or negligent breach of duty by the Independent
Contractor in the course of his/her performance under this Agreement;

(d) the desire of KHM Consulting to discontinue doing business
with the Independent Contractor.

20. Non-Continuance of Agreement – KHM Consulting, Inc. reserves
the right to change, revoke or cancel this agreement at any time with the
Independent Contractor for: A) Misrepresentation, Dishonesty, Fraud,
Unprofessional Activities, and Inappropriate Conduct. B) Violation of ethics
which could be damaging to the profitability, image and integrity of KHM
Consulting, Inc. C) The occurrence of circumstances that make it impossible or
impracticable for the business of KHM Consulting, Inc. to continue. D) The
willful or negligent breach of duty by the Independent Contractor in the course
of his/her performance under the Agreement. E) The continued incapacity due to
illness on the part of the Independent Contractor to perform his/her duties. F)
Failure to comply with California Sellers of Travel Law as currently written
and/or amended. G) Failure to comply with any State or Government which has a
Sellers of Travel Law as written and/or amended. H) If the Independent
Contractor or their clients send any monies directly to the supplier/vendor,
this Independent Contractor Agreement will terminate immediately. I) if the
Independent Contractor authorizes or requests any supplier/vendor to send
commission directly to the Independent Contractor bypassing KHM Consulting,
this Independent Contractor Agreement will terminate immediately. Should the
Independent Contractor be terminated for any of the reasons listed above or any
other unlawful act, the Independent Contractor will forfeit all unpaid
commissions.

21. Seller-Of-Travel Law – If the Independent Contractor
operates, sells or markets in a State that has a Sellers of Travel Law, the
Independent Contractor agrees to abide by those applicable laws as currently
written and/or amended. It is the responsibility of the Independent Contractor
to check with the applicable government authority regarding these consumer
protection laws.

22. Non-Disclosure, Non-Disruption and Confidentiality – The
Independent Contractor understands and agrees in return for receiving any
information or materials written, verbal, or electronic concerning KHM
Consulting and/or its affiliates, agrees to keep secrets and not to divulge,
disclose or communicate, either directly or indirectly, to any person, firm,
partnership, corporation or any other entity whatsoever any information
concerning the matters effecting or relating to the business of KHM Consulting
and/or its affiliates, including but without limitation to, trade secrets,
selling, marketing and advertising procedures, past or present employees, past,
present pending clients, agents, subcontractors and affiliates, recruitment and
training plans, agent commission programs, daily operations, corporate policies
and procedures, supplier and vendor commission and override contracts or any
other agreements with these suppliers and vendors, and any other information
that KHM Consulting and its affiliates may deem confidential. The Independent
Contractor agrees not to act, or fail to act in any manner either directly or
indirectly, that may cause the disruption of business, direct any business away
from, and/or to cause discord to the business of and/or business relationships
of KHM Consulting and/or its affiliates. Any such breach will result in
immediate termination and forfeiture of unpaid commissions.

23. CANCELLATION POLICY This Agreement is for a period of one
year. By submitting this application you are agreeing to 12 consecutive months
of service at $49.95/month. This membership term will renew automatically for your
convenience. Notice to cancel must be made in writing and
emailed or faxed to KHM Consulting 30 days prior to the anniversary date. Termination
before the contract period of one year will constitute a breach of this
agreement and the full balance will become due.

24. Effect of Termination on Compensation – In the event of the
termination of this Agreement prior to the completion of its term specified
herein, without cause, the Independent Contractor shall be entitled those
commissions earned and received by KHM Consulting. Any and all commissions not
received by KHM Consulting from its suppliers will be forfeited by the
Independent Contractor. The Independent Contractor shall be entitled to no
further compensation as of the date of termination. All unvested bonuses and/or
stock options will be cancelled upon termination of this agreement.

25. Remedies – Any controversy or claim arising out of or
relating to this Agreement shall be settled by the courts of Medina County,
Ohio.

26. 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 other relief to which he/she may be
entitled.

27. 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.

28. Law Governing Agreement – This Agreement shall be governed
by and construed in accordance with the laws of Ohio.

29. Non-Assignability – This is a personal service agreement
that shall not be assignable by the Independent Contractor without the written
consent of KHM Consulting.

30. Amendment of Contract – KHM Consulting may make amendments
and/or changes to this Agreement at any time 30 days in advance of the
effective date by electronic notification (e-mail). Amendments and/or changes
to the contract shall effective automatically 30 days after electronic
notification. Amendments and/or changes to the contract will not apply to any
bookings made prior to the effective date of such changes provided that the
Independent Contractor has entered the booking into the booking notification
system or a KHM Consulting approved booking system. Independent Contractor will
have 10 days to provide KHM Consulting with written notice of termination of
the Independent Contractor Agreement. Independent Contractor’s failure to
provide written notice of termination of this new Agreement within 10 days of
the effective date of such amendment and/or changes will indicate that the
Independent Contractor is agreeing to abide by the terms and conditions of the
new Agreement.

31. Complete Agreement; Modification or Waiver – This agreement
represents the complete understanding of the parties with respect to the
described Independent Contractor relationship. No waiver, amendment, or change
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

Attachment A

KHM Travel Pro Compensation

Take advantage of the most lucrative and highly rewarding
compensation plan in the Travel Industry. Earn 80% – 90% of the Commission.

 
Earn 80% – 90% of the commissions you generate

 
80% for member’s first $5,000 in gross commissions

 
90% for everything over $5,000 in a 12 month period

 
IATAN and CLIA card for qualifying agents

Addendum to KHM Travel Group Independent Agreement