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.
– 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
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