TRAVEL SERVICES AGREEMENT

This Travel Services Agreement (the “Agreement”) is effective [DATE],

BETWEEN:[YOUR COMPANY NAME] (the "Travel Service provide"), a

company organized and existing under the laws of the [State/Province] of
[STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY NAME] (the "Client"), a company organized and

existing under the laws of the [State/Province] of [STATE/PROVINCE], with
its head office located at:

[COMPLETE ADDRESS]

PREAMBLE

WHEREAS [YOUR COMPANY NAME] is in the business of providing travel

management and other travel agency services;
WHEREAS the Client wishes to obtain such services exclusively from [YOUR
COMPANY NAME] and [YOUR COMPANY NAME] wishes to be the
exclusive provider thereof to the Client, subject to the terms and conditions of
this Agreement;

NOW THEREFORE in consideration of the mutual promises and covenants

contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1. DEFINITIONS

In this Agreement, except where the context or subject matter is inconsistent

therewith, the following terms shall have the following meanings:

1.1 “Agreement” shall mean this document and the annexed schedules which
are incorporated herein together with any future written and executed
amendments.

1.2 “Associated Staff” shall mean any officer, director, employee, agent, or
student of the parties, and any other person involved in the execution of this
Agreement.
1.3 “Documentation” shall mean all documents, regardless of form, relating
to the Services.

1.4 “Material” shall mean any and all information and materials, relating to a
party’s business, given to the other party from time to time for review, data
processing, or for any other reason, and all copies thereof regardless of form or
storage medium, including, but not limited to, documentation, notes, formulae,
components, drawings, data, flow-charts, plans, specifications, techniques,
processes, algorithms, inventions, prototypes, protocols, patent portfolio, pre-
clinical and clinical studies, contracts, marketing and other financial and
business plans, business processes and methods of doing business and includes
all confidential and proprietary information which is at any time so designated
by either party, either in writing or orally.

2. SCHEDULES

2.1 The following Schedules are attached hereto and are hereby incorporated
by reference and made part of this Agreement:

2.1.1 Schedule “A” – Services

2.1.2 Schedule “B” - Fees & Payment

2.1.3 Schedule “C”- Service Level Agreement

2.1.4 Schedule “D”- Other & Risk/Reward Program Attachment

3. SUBJECT/SCOPE OF AGREEMENT

3.1 [YOUR COMPANY NAME] will provide the services described in

Schedule “A”, attached hereto (the “Services”), to the Client according to the
terms and conditions of this Agreement. [YOUR COMPANY NAME] will use
its best efforts, skill and ability in performing the Services under this
Agreement.

4. RELATIONSHIP OF THE PARTIES

4.1 As [YOUR COMPANY NAME] is undertaking to perform Services for

the Client, and is doing so as an independent contractor and not as an employee,
agent, partner, or joint venturer of the Client, [YOUR COMPANY NAME]’s
fees will be limited to those 8stated in Schedule “B” to this Agreement. [YOUR
COMPANY NAME] will not participate in any of the Client’s employee benefit
plans nor receive any other compensation beyond that stated in such Schedule
“B”, a copy of which has been appended hereto and initialed by the parties for
identification. [YOUR COMPANY NAME] will not have any power or
authority to bind the Client or to assume or create any obligation or
responsibility, express or implied, on the Client’s behalf or in the Client’s name,
and [YOUR COMPANY NAME] will not represent to any person or entity that
[YOUR COMPANY NAME] has such power or authority.

5. [YOUR COMPANY NAME]’S STATUS

5.1 [YOUR COMPANY NAME] is an independent contractor. The Client is

not responsible for verifying the existence or sufficiency of the qualifications,
authorizations, permits or licenses of [YOUR COMPANY NAME] and/or
[YOUR COMPANY NAME]’s employees. [COMPANY NAME] represents
and warrants that [YOUR COMPANY NAME] and any employees of [YOUR
COMPANY NAME] are authorized to work and are not acting and will not act
during the term of this Agreement in violation of any applicable laws and the
regulations thereunder or any agreement it has entered into with a third party.
The parties will indemnify each other against any and all claims, damages,
losses and other liabilities including, but not limited to, fines, penalties and/or
attorneys’ fees incurred by the parties and/or either party’s employees or agents
are not authorized to perform all or part of the Services.

6. FEES AND EXPENSES

6.1 The fees and payment for [YOUR COMPANY NAME]’s Services shall
be as specified in Schedule “B”, attached hereto.
6.2 The Client shall be responsible for all travel costs and charges, including,
without limitation, prepaid ticket charges, rush ticket deliveries, invoice/ticket
reprints, penalties, waivers, cancellation charges, airline service fees, void
processing fees and penalty fares incurred by it, as well as the cost of lost ticket
applications, ticket copies and ticket usage verifications, unless same is incurred
as a result of the negligence or misconduct of [YOUR COMPANY NAME].

6.3 The Client will pay interest on any overdue accounts at a rate of
[PERCENTAGE %] per annum calculated monthly from the due date to the
date of payment.

7. MATERIALS AND/OR SUPPLIES

7.1 Unless otherwise expressly specified in this Agreement, the Client shall
supply, at the Client’s sole expense, all materials, supplies and other resources
necessary to perform the Services.

7.2 In the event that any material, supply or other resource is supplied by the
Client, and unless expressly specified in this Agreement, such material, supply
or other resource must be promptly returned to the Client, upon request or upon
expiry or termination of this Agreement for any reason. Such material, supply or
other resource must be packaged appropriately to ensure its protection upon
return to the Client and be returned in good working order and in an appropriate
state of repair, taking into consideration normal wear and tear during the course
of the performance of the Services. Should [YOUR COMPANY NAME] fail to
fulfill its obligations under this Subsection 7.2, [YOUR COMPANY NAME]
shall be liable for the cost of replacement of such material, supply or other
resource in the condition such equipment, tool, material, supply or other
resource would have been had these obligations been fulfilled.

8. TERM

8.1 This Agreement will come into force as of the Effective Date and will
expire on [DATE] (the “Initial Term”) unless extended by the parties in writing
or otherwise terminated by the parties in accordance with the terms of this
Agreement subject to earlier termination according to Section 9, hereof.

8.2 At the end of the Initial Term, this Agreement will be automatically
renewed for successive [NUMBER] year terms (a “Renewal Term”) unless
either Party provides written notice to the other Party of its desire to terminate
this Agreement in accordance herewith.

9. TERMINATION

9.1 The Client shall have the right to terminate or cancel all or part of the
Services contemplated by this Agreement or any request for Services on any
specific task at any time by giving [YOUR COMPANY NAME] [NUMBER]
days prior written notice of its intent to so terminate or cancel. If the Client
desires to cancel or terminate any or all of [YOUR COMPANY NAME]’s
activities, [YOUR COMPANY NAME] will assemble and turn over forthwith
in an orderly fashion to authorized representatives of the Client the Material,
Documentation, including drafts of all write-ups, notes, and other information,
materials and deliverables related to the Services.

If the Client terminates this Agreement before the end of the Initial Term, or the
Renewal Term, as the case may be, it shall pay [YOUR COMPANY NAME]
only for Services satisfactorily performed and not previously paid, and any
justified irrevocably obligated reasonable expenses for non-cancellable
commitments, up to the effective date of termination.

9.2 In the event that [YOUR COMPANY NAME] or any of its employees,
agents or sub-contractors violates any of the terms of this Agreement, including
the Schedules or Attachments thereto, or if [YOUR COMPANY NAME]’s
employees or agents fail to perform the Services to the Client’s satisfaction, the
Client shall have the right to provide notice to [YOUR COMPANY NAME]
that it is terminating this Agreement forthwith with no further obligation or
liability other than for payment of any Services that have, to that date, been
performed by [YOUR COMPANY NAME] to the reasonable satisfaction of the
Clients.
9.3 The Client shall incur no liability, under this Agreement or otherwise for
Services not satisfactorily performed and may request the immediate
replacement of any of [YOUR COMPANY NAME]’s personnel.

9.4 If the Client finds [YOUR COMPANY NAME] to be uncompetitive

according to general industry standards, the Client may give [YOUR
COMPANY NAME] written notice thereof. If [YOUR COMPANY NAME]
has not remedied the deficiency within [NUMBER] days of receipt of the
notice, the Client may terminate this Agreement immediately on giving written
notice to [YOUR COMPANY NAME].

9.5 If [YOUR COMPANY NAME] is in material default of its obligations

hereunder, the Client may terminate this Agreement if, [NUMBER] days after
giving written notice of the default to [YOUR COMPANY NAME], the default
has not been remedied or reasonable efforts have not been undertaken to remedy
it.

9.6 If the performance of this Agreement or any obligation hereunder, except

the payment of monies, is prevented, restricted or interfered with by reason of
any cause beyond the reasonable control of the affected Party, the affected Party
shall, upon immediate notice to the other Party, be excused from such
performance to the extent of such prevention, restriction or interference,
provided that the Party so affected shall use its best efforts to resume
performance hereunder with the utmost dispatch whenever such causes are
removed. If such performance cannot be resumed within [NUMBER] days after
the date of notice by the affected Party, then the Client shall have the right to
provide notice to [YOUR COMPANY NAME] that it is terminating this
Agreement forthwith with no further obligation or liability other than for
payment of any Services that have, to that date, been performed by [YOUR
COMPANY NAME] to the reasonable satisfaction of the Client.

9.7 If either Party becomes bankrupt or insolvent or if a petition or other

proceeding is filed by or against a Party for re-organization, arrangement or
relief under any law relating to bankruptcy or insolvency, or if a receiver is
appointed in respect of a Party’s property and assets or a substantial part
thereof, or if a Party makes an assignment for the benefit of creditors or if
proceedings are instituted for the liquidation or winding-up of the business or
assets of a Party, then such acts shall be considered a default under this
Agreement. In such event, the non-defaulting Party may, at its option, terminate
this Agreement upon providing notice in writing to the other Party hereto. This
agreement, once such notice is given, shall be terminated forthwith with no
further obligation or liability other than for payment of any Services that have,
to that date, been performed by [YOUR COMPANY NAME] to the reasonable
satisfaction of the Client.

10. DUTIES AND OBLIGATIONS OF [YOUR COMPANY NAME]

10.1 [YOUR COMPANY NAME] shall:

10.1.1use its best efforts to make available to the Client the lowest fares
available for all arrangements requested by the Client employees and comply
with the Client’s travel policies in effect from time to time;
10.1.2use its best efforts to ensure that third party providers of airline, hotel or
vehicle services or other third party goods or services suppliers, selected or used
by the Client in the provision of Services to the Client hereunder, are solvent
and provide high quality services; and

10.1.3monitor compliance & report supplier compliance with the Client’s travel
policies as communicated to [YOUR COMPANY NAME] from time to time.

11. DUTIES AND OBLIGATIONS OF THE CLIENT

11.1 The Client shall:

11.1.1designate [YOUR COMPANY NAME] as the Clients exclusive supplier

of Services, in all relevant internal communications;

11.1.2not use the corporate travel services of any other provider, unless [YOUR
COMPANY NAME] is unable or unwilling to provide the Services to the Client
at or below competitive rates;

11.1.3instruct all of its employees to use [YOUR COMPANY NAME] for

individual/transient business travel, unless [YOUR COMPANY NAME] is
unable or unwilling to provide the Services at or below competitive rates;
11.1.4maintain and communicate a written travel policy to be used by (i) all
[YOUR COMPANY NAME] employees when making travel arrangements;
and (ii) all [YOUR COMPANY NAME] personnel when booking travel
arrangements for the Clients employees;

11.1.5designate a major credit card, to which [YOUR COMPANY NAME]

shall charge all airline, hotel and car rental reservations & service fees in respect
of authorized travel by the Clients employees;

11.1.6consider efficient technologies made available by or through [YOUR

COMPANY NAME], which may involve additional costs; and

12. CONFIDENTIALITY

12.1 The following constitutes the applicable Party’s “Confidential

Information”: this Agreement together with the Schedules attached hereto; any
computer software or other technical information, technology, research, design,
idea, process, procedure, or improvement, or any portion or phase thereof;
information relating to any of the other Party’s current or proposed products,
services, methods, businesses or business plans, marketing, pricing, distribution
and other business strategies; lists of, or any other information relating to, any
of the other Party’s customers, suppliers, dealers, agents or employees and such
Party’s relationship therewith; the Material and Documentation and any
financial information relating to any of the foregoing.
All disclosures of Confidential Information by one Party to the other are made
solely on a confidential basis and as trade secrets. Accordingly, each Party shall
maintain the confidentiality of all Confidential Information during the Initial
Term and any Renewal Term and at all times thereafter, irrespective of the
manner or method in which it is terminated.

12.2 Each Party shall:

12.2.1not disclose any Confidential Information to any person except to its

employees or authorized agents who have a "need to know" to enable the Party
to fulfill its obligations hereunder, except with the other Party’s specific prior
written authorization;

12.2.2advise each such employee or agent before he or she receives direct or

indirect access to such Confidential Information of the obligations of the Party
under this Agreement, and ensure that each such person to whom Confidential
Information is thus disclosed enters or has entered or is otherwise bound by a
written confidentiality agreement which extends the Party’s obligations
hereunder to such person;

12.2.3take strict precautions, at a minimum those as the Party affords its own
most secret or highly confidential information, to safeguard and protect from
direct or indirect disclosure to any other person all Confidential Information
disclosed to it by the other Party, or otherwise received by it; and
12.2.4immediately return to the other Party or, upon the other Party’s written
request destroy, all tangible materials concerning Confidential Information,
including, but not limited, to memoranda, notes, reports, agreements,
documents, drawings, hardware, disks and tapes, as well as all copies or extracts
thereof, whether such material was made or compiled by the receiving Party or
furnished by the disclosing Party.

12.3 The foregoing obligations shall not apply to Confidential Information: (a)
that becomes publicly known through no act of the receiving Party contrary to
this Agreement; (b) that is received in good faith by a Party from a third party
having legitimate possession of the information disclosed and the right to make
such disclosure; (c) that was in the receiving Party’s legitimate possession prior
to disclosure hereunder; (d) that is approved for disclosure by express written
approval of the disclosing Party; or (e) that is disclosed pursuant to a legal
requirement.

12.4 Neither Party shall disclose the existence or the contents of this
Agreement to any third party or use it for publicity purposes without the prior
written consent of the other, unless such disclosure is required by law. [YOUR
COMPANY NAME] has the Client’s consent to use its name in serial listings of
[YOUR COMPANY NAME]’s Clients. Specific written authorization must be
obtained from the Client to use its name for any other purpose.

12.5 The parties acknowledge that certain personal information of the Client’s
employees (and any other persons associated with the Client who will be
travelling pursuant to the Services being provided herein) will be collected, held
and used by [YOUR COMPANY NAME] for the purposes of providing the
Services. The Client confirms that it has obtained or will obtain the consent of
such employees and persons for the collection, holding and use of such personal
information by [YOUR COMPANY NAME] for the purpose of enabling
[YOUR COMPANY NAME] to provide the Services. [YOUR COMPANY
NAME] shall take all appropriate technical and organizational measures to
prevent unauthorized or unlawful processing, unwarranted disclosure, or
accidental loss, destruction of, or damage to, such personal information.

13. LIMITATION OF LIABILITY

13.1 [YOUR COMPANY NAME], in providing Services pursuant to this

Agreement, shall not be responsible or liable for any acts, errors, omissions,
delays, missed connections, accidents, losses, injuries, deaths, property damage,
or any indirect or consequential damages resulting therefrom, which may be the
result of action, inaction, default or insolvency of any airline, hotel, car supplier,
other third party goods or service suppliers except in the case of negligence or
misconduct by [YOUR COMPANY NAME]. [YOUR COMPANY NAME]
does not give any representation or warranty with respect to any aspect of any
third party supplier’s services. In the event of a supplier’s default with respect to
all or any part of such supplier’s services, The Client’s sole recourse shall be
with the supplier, and shall be subject to said supplier’s own terms and
conditions.

13.2 In no event and under no circumstances shall either Party be liable for
any indirect, incidental, consequential or special damages, including, without
limitation, loss of revenue or loss of profits, for any reason whatsoever arising
under this Agreement, whether arising out of breach of warranty, breach of
condition, breach of contract, tort, civil liability or otherwise.

13.3 In all events, [YOUR COMPANY NAME]’s absolute liability under, or

in any way related to this Agreement, whether arising out of breach of warranty,
breach of condition, breach of contract, tort or otherwise, shall be limited to the
dollar value of the fees earned by [YOUR COMPANY NAME] under this
Agreement, as provided in Schedule B, attached hereto.

13.4 [YOUR COMPANY NAME]’s liability for negligence, breach of this

Agreement or any other claim in damages and losses shall not exceed the total
amount owed to the Client by [YOUR COMPANY NAME] under this
Agreement at the time of the breach.

14. REPRESENTATIONS AND WARRANTIES

14.1 Each party hereby represents and warrants to that:

14.1.1Each party has all required capacity and corporate authorization to enter
into this Agreement and be bound by the obligations provided hereunder;
14.1.2the execution of this Agreement by [YOUR COMPANY NAME] and the
performance of its obligations hereunder will not constitute a violation or
breach of any obligation of any agreement between [YOUR COMPANY
NAME] and any third party or a violation of [YOUR COMPANY NAME]’s
legal obligations; and

14.1.3[YOUR COMPANY NAME] holds sufficient rights to use all materials,

supplies or resources used in the performance of the Services under this
Agreement, free and clear of any encumbrances.

15. INSURANCE AND INDEMNIFICATION

15.1 During the term of this Agreement, [YOUR COMPANY NAME] shall
procure and maintain comprehensive general liability insurance, which shall
include blanket broad form contractual liability coverage, with limits of not less
than [AMOUNT IN LETTERS] ([AMOUNT]) per occurrence for bodily injury
and property damage, combined single limit. [YOUR COMPANY NAME]
shall also procure and maintain worker’s compensation insurance in accordance
with relevant provincial/state statutory limits, employer’s liability insurance
with a limit of not less than [AMOUNT IN LETTERS] ([AMOUNT]) per
occurrence,

automobile liability insurance covering all owned, hired and non-owned

automobile equipment with limits of not less than [AMOUNT IN LETTERS]
([AMOUNT]) per occurrence for bodily injury and property damage, combined
single limit, professional liability insurance (errors & omissions) with a limit of
not less than [AMOUNT IN LETTERS] ([AMOUNT]) annual aggregate and
excess liability

15.2 or umbrella insurance with a limit of not less than [AMOUNT IN

LETTERS] ([AMOUNT]) annual aggregate. [YOUR COMPANY NAME]
shall, at the Client’s request, provide [COMPANY NAME] with certificate(s) of
insurance evidencing any such coverage described in this Subsection. The
Client shall require all of [YOUR COMPANY NAME]’s subcontractors
retained in connection with this Agreement, if any, to provide the
aforementioned coverage as well as any other coverage the Client may consider
necessary.

15.3 The Client will indemnify, defend and hold harmless [YOUR
COMPANY NAME] and its affiliates, and their employees, directors, officers,
agents and contractors, against and from any losses, claims, proceedings or
investigations arising out of or in connection with a breach of this Agreement
by [YOUR COMPANY NAME], including, without limitation, attorney fees,
amounts paid in settlement of claims, proceedings or investigations, except to
the extent that such claim is due to the negligence or willful misconduct of
[YOUR COMPANY NAME].

15.4 [YOUR COMPANY NAME] shall be solely responsible for any personal
injury or property damage or loss suffered by it or its employees or agents in the
course of carrying out any duties under this Agreement. The Client shall not
obtain any workers’ compensation or insurance concerning [YOUR
COMPANY NAME] or any of its employees or Associated Staff. [YOUR
COMPANY NAME] shall comply with workers’ compensation laws and where
applicable shall provide the Client with a certificate of workers’ compensation
insurance.

15.5 Without restricting the generality of anything contained herein, [YOUR

COMPANY NAME] warrants that its Associated Staff and those of its sub-
contractors and any other parties over which it may exercise control, will, in the
performance of the Services described herein, strictly adhere to all applicable
federal, provincial, municipal and local law and regulations including, but not
necessarily limited to, those pertaining to the environment and health and safety
as well as to [YOUR COMPANY NAME]’s internal rules and policies. In the
event of any breach of this warranty, the Client will indemnify, defend and hold
harmless [YOUR COMPANY NAME] and its affiliates, and their employees,
directors, officers, agents and contractors, from any claims, losses, damages,
awards, judgments or prejudices (including attorney fees), which may be
sustained as a result of any such breach.

16. VERIFICATION

16.1 In order to verify [YOUR COMPANY NAME]’s compliance with its

obligations hereunder, at any time or from time to time during [YOUR
COMPANY NAME]’s performance of Services, the Client or a representative
designated by it and reasonably acceptable to [YOUR COMPANY NAME], or
regulatory agents, may, upon reasonable notice, inspect and test the manner in
which the Services are being performed. Such rights of inspection shall include
visiting sites at which [YOUR COMPANY NAME] performs the Services,
auditing selected records and databases containing data of the Client, observing
the performance of the Services or selected components thereof, and
interviewing [YOUR COMPANY NAME] personnel familiar with, or
responsible for, performing the Services. [YOUR COMPANY NAME] shall
cooperate with the Client personnel or representatives in such inspections, and
shall ensure that appropriate staff, computing and other resources are available
as required in the course of such inspections.

17. NOTICE

17.1 Any notice provided for or permitted in this Agreement shall be in

writing and will be deemed to have been given [NUMBER] days after having
been mailed, postage pre-paid, by certified or registered mail or by recognized
overnight delivery services, except in the case of a postal or other strike
affecting the service used whereupon notice will be deemed to have been given
[NUMBER] days after normal service resumes.

17.2 Where personal service is made or where delivery is made by facsimile

and a receipt thereof has been retained, any notice provided for or permitted in
this Agreement will be deemed to have been given when received by the
intended recipient. The intended recipient must be an individual whose personal
name appears on the address set out in the notice.

17.3 Addressing and delivery is to be made as follows:

17.3.1If to: [YOUR COMPANY NAME]:

[YOUR COMPANY NAME]

[YOUR COMPLETE ADDRESS]

Attention: [INDIVIDUAL NAME]

[TITLE]

Fax: [YOUR FAX NUMBER]

17.3.2If to : the Client

[COMPANY NAME]

[FULL ADDRESS]

Attention: [INDIVIDUAL NAME]

[TITLE] AND [TITLE]

Fax: [FAX NUMBER]

as the case may be.

17.4 The parties may communicate other addresses where notice must be sent
to from time to time. Such communication shall be in writing and shall have the
effect of replacing the address under Subsection 17.3. No change of address
effected under this section shall in any way affect the operation of any term,
other than the delivery address of Subsection 17.3, in this Agreement.
18. REMEDIES

18.1 [YOUR COMPANY NAME] acknowledges that any violation of the

terms of this Agreement would result in damages to [YOUR COMPANY
NAME] which could not be adequately compensated by monetary award alone.
In the event of any violation by [YOUR COMPANY NAME] of the terms of
this Agreement, including, without limitation, of the Client’s proprietary rights
and ownership, and confidentiality provisions, and in addition to all other
remedies available at law and at equity, the Client shall be entitled as a matter of
right to apply to a court of competent equitable jurisdiction for relief, waiver,
restraining order, injunction, decree or other remedy as may be appropriate to
ensure compliance of [YOUR COMPANY NAME] with the terms of this
Agreement.

19. GENERAL PROVISIONS

19.1 Entire Agreement & Amendments

This Agreement together with the Schedules hereto constitutes the entire
agreement and understanding between the parties relating to the subject matter
hereof, and supersedes all other agreements, oral or written, made between the
parties with respect to such subject matter. Except as provided herein, this
Agreement may not be amended or modified in any way except by a written
instrument signed by both Parties.

19.2 Assignment
Neither Party shall assign this Agreement or any of its rights or obligations
hereunder without prior written consent of the other Party, which consent may
be withheld at the other Party’s discretion.

19.3 Incorporated by Reference

The Preamble and all Attachments, Schedules and Exhibits attached hereto are
hereby incorporated by reference and made a part of this Agreement.

19.4 Applicable law

This Agreement shall be governed by and interpreted in accordance with the

laws of the [State/Province] of [STATE/PROVINCE], without reference to its
conflict of law provisions, and the laws of [COUNTRY] applicable therein. All
disputes arising under this Agreement will be referred to the courts of the
[State/Province] of [STATE/PROVINCE] which will have jurisdiction, and
each Party hereto irrevocably submits to the jurisdiction of such courts.

19.5 Currency

All references to monetary amounts in this Agreement shall be to [COUNTRY]

currency.
19.6 Non-solicitation

Unless given prior written consent by the parties, which consent may require a
payment to the party, each Party agrees that it will not, during the Initial Term,
knowingly solicit or hire any employee of the other Party who is directly
involved in providing the Services herein.

19.7 Survival

Sections 9, 12, 13, 14, 15, 17 and 18 and Subsections 19.6 and 19.7 and will
survive the expiration or termination of this Agreement.

19.8 Absence of presumption

No presumption shall operate in favor of or against any Party hereto as a result

of any responsibility that any Party may have had for drafting this Agreement.

19.9 Language clause

It is hereby agreed that both parties specifically require that this Agreement and
any notices, consents, authorizations, communications and approvals be drawn
up in the English language.
19.10 Interpretation

The headings and section numbers appearing in this Agreement or any Schedule
attached hereto are inserted for convenience of reference only and shall not in
any way affect the construction or interpretation of this Agreement. For the
purposes of this Agreement a “day” means any day other than a Saturday,
Sunday or other day on which [YOUR COMPANY NAME] is not open for
business during its regular business hours at its head office in
[STATE/PROVINCE].

19.11 Severability

If for any reason whatsoever, any term or condition of this Agreement or the
application thereof to any Party or circumstance is, to any extent, invalid or
unenforceable, all other terms and conditions of this Agreement and/or the
application of such terms and conditions to the parties or circumstances shall
not be affected thereby and shall be separately valid and enforceable to the
fullest extent permitted by law.

19.12 Force Majeure

In the event that any Party hereto is delayed or hindered in the performance of
any act required herein by reason of strike, inability to procure materials, failure
of power, restrictive governmental law or regulations, riots, insurrection, war or
other reasons of a like nature not the fault of such Party, then performance of
such act shall be excused for the period of the delay and the period of
performance of any such act shall be extended for a period equivalent to the
period of such delay, up to a maximum of [NUMBER IN LETTERS]
([NUMBER]) months. The provisions of this Force Majeure clause shall not
operate to excuse any Party from the payment of any fee or other payment when
due.

19.13 Waiver

No waiver by either Party of any obligation, restriction or remedy under this

Agreement shall be valid unless by specific written instrument. No acceptance
by a Party of any payment by another Party and no failure, refusal or neglect of
any Party to exercise any right under this Agreement or to insist upon full
compliance by the other Party with its obligations hereunder, shall constitute a
waiver of any other provision of this Agreement or any further or subsequent
non-compliance with the same or any other provision.

19.14 Further Assurances

Each of the parties hereto hereby covenants and agrees to execute and deliver
such further and other agreements, assurances, undertakings, acknowledgments
or documents, and other acts and things as may be necessary or desirable in
order to give full effect to this Agreement and every part hereof.

19.15 Binding Nature

This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective (as applicable) successors and assigns.

19.16 Time of the Essence

Subject to section 19.13 hereof, time shall be of the essence of this Agreement
and of each and every part hereof.

19.17 Counterparts

This Agreement may be signed in counterparts, and by use of facsimile

signatures, each of which when signed and delivered shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

IN WITNESS WHEREOF, each party to this agreement has caused it to be

executed at [PLACE OF EXECUTION] on the date indicated above.

FIRST PARTY SECOND PARTY

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

SCHEDULE A

SERVICES

SERVICES

[YOUR COMPANY NAME] RESPONSIBILITIES

Services will include:

• Issuance and delivery of all travel tickets and itineraries on a timely basis;

• Providing on each itinerary a comprehensive outline of all airline, hotel

and car rental reservations and relevant information pertaining to specific
destinations including cancellation policies, emergency service telephone
numbers, etc;

• Cancelling, changing or rescheduling reservations;

• Reserving, when requested by the Client, particular hotels in accordance

with the Client’s program and obtaining [YOUR COMPANY NAME]’s
negotiated commercial rate or the lowest rate available for such hotels;

• Investigating or responding to queries initiated by the traveler relative to

their travel arrangements, fares and itinerary;

• Supporting the Client’s travel policies as provided to [YOUR

COMPANY NAME] with respect to class of service, supplier programs, etc;
and

• Conducting quarterly business reviews.

“Services” also includes a standard allocation of the following specialty

services:

• International Desk;

• Executive Desk;

• emergency service;

• Quality Assurance;

• FareLink Automated Fare checking programmed;

• Customer Query Services; and

• [YOUR COMPANY NAME] Service Plus – extended hours service.

Other ad hoc services are available to the Client subject to applicable service
fees, such as, but not limited to, theatre tickets, dinner reservations, frequent
flyer reservations, baggage claim and internet site search.

Standard Corporate Consulting Services (based on financial program Schedule

B) include:

• [YOUR COMPANY NAME] Hotel Programmer;

• [YOUR COMPANY NAME] Car Programmer, standard Limousine

applies;

• Annual business reviews/action plans/cost savings

performance/measurement of preferred supplier programs/education;

• Management Information Reports (standard package);

• Industry Information/industry updates;

• Annual survey;

• Annual Financial review; and

• Annual business plan for travel management program development

including: Supplier management, Spend management, Compliance
management, Process management, Knowledge management, Global
Management & Service management.

A total of [NUMBER] hours of Consulting Services is allocated to the Client

per year. Consulting Services beyond the scope indicated above are available at
an hourly rate of [AMOUNT] upon signed approval (additional resources to be
negotiated). Unless otherwise negotiated, project rates are at [YOUR
COMPANY NAME]’s standard rates for similar projects.
SCHEDULE B

FEES & PAYMENT

Based on the Client’s estimated mix of business and estimated annual net airline
expenditure of approximately [AMOUNT] with an average ticket price of
[AMOUNT] and, [YOUR COMPANY NAME] will provide the following fee-
based program for corporate travel services provided by [YOUR COMPANY
NAME].

Estimated Commission Revenue

Airline [AMOUNT]

Hotel [AMOUNT ]

Car [AMOUNT]

Total Commission Revenue [AMOUNT]

Minus:
[YOUR COMPANY NAME] Transaction fee: = [AMOUNT] / transaction Nb.
of transactions [AMOUNT]

Notes:

1. This program requires that all airline, hotel and car rental reservations be
processed by [YOUR COMPANY NAME] and are paid using an approved
credit card.

2. This program is based on projected volumes and travel data provided by

the Client and is based on existing average airline ticket prices, class of service,
current travel industry wide commission program and existing supplier deals, if
any. The following will have a direct impact on this financial program and
[YOUR COMPANY NAME] reserves the right to make adjustments, provided
the Client agrees in writing to such adjustments:

(a) if volume and travel pattern assumptions prove inaccurate;

(b) actual average ticket price varies from estimate [PERCENTAGE %];

(c) industry commission structures are changed so as to reduce [YOUR

COMPANY NAME]’s commission earned;

(d) existence of any negotiated supplier (air, hotel, car etc.) deals not
communicated at the time of contract or not included in assumptions.

3. [YOUR COMPANY NAME] guarantees to offer the lowest applicable

airfare, hotel and car rental rates or pay the difference to the higher fare paid.
4. This program is based on [YOUR COMPANY NAME] being the
Client’s exclusive travel supplier for all corporate travel services.

5. Groups, meetings and incentives activity will be excluded from the above
financial review. Fees associated with such activity will be determined on a
case-by-case basis.

SCHEDULE C

SERVICE LEVEL AGREEMENT

(a) Transaction Fees:

Transaction fee in the amount of [AMOUNT] will be levied and processed via
the form of payment used at the time of the transaction.

(b) Reimbursable Transaction Fees:

The excess of transaction fees collected on the tickets issued less any
outstanding monies owed by the Client to [YOUR COMPANY NAME] will be
returned to the Client.

(c) Base Airline Commissions:

Base commissions earned by [YOUR COMPANY NAME] are standardized by

the carriers across the industry and will be calculated and returned under this
agreement.

(d) Override Airline Commissions:

Override commissions are earned on aggregate volumes on [YOUR

COMPANY NAME]’s preferred carriers. Therefore, those volumes directly
increasing [YOUR COMPANY NAME]’s standard measurement with respect
to both volume and/or market share targets under [YOUR COMPANY
NAME]’s confidential agreements with preferred carriers will be deemed to be
contributing to [YOUR COMPANY NAME]’s override commissions and these
commissions calculated in such a manner will be returned under this agreement.

(e) Hotel & Car Commissions:

Hotel commissions are earned and paid at the industry standard rate, currently
[PERCENTAGE %] of actual volume booked via the Client. The determination
of commissionable volume takes into account the number of room nights
booked, the average cost per night, deduction of any net programs in place and
collectibility of [PERCENTAGE %]. Collectibility takes into account issues
such as bad debts, multiple bookings, no shows and cancellations.

Car commissions are similar to hotel commissions noted above except that the
standard commission rates paid by each of the top chains vary between
[PERCENTAGE %] to [PERCENTAGE %] The determination of
commissionable volume takes into account the number of car days booked, the
average cost per day, deduction of any net programs in place and collectibility
of [PERCENTAGE %].

[YOUR COMPANY NAME] is transitioning to include hotel and car

commission pay-out based on actual commissions collected for the [YOUR
COMPANY NAME]’s volume per third party collection agencies reporting.

SCHEDULE D

OTHER RISK/REWARD PROGRAM

1. Guaranteed Savings

Consolidated savings (based on volume of [AMOUNT]) – air / hotel / car /

technology =

[AMOUNT].
2. Signing Bonus

Based on [COMPANY NAME] annual airline volume projected at [AMOUNT,

[YOUR COMPANY NAME] will offer a signing bonus of [AMOUNT] for a
[NUMBER]-year contract.

3. Call Centre

The Client agrees to be serviced by the [YOUR COMPANY NAME] call centre
in [SPECIFY]. If [YOUR COMPANY NAME] wishes to move the call centre
to another location, the Client has the right to re-evaluate its transaction fee.