SAMPLE  PARTNER SITE TRAVEL CO-MARKETING AGREEMENT

THIS AGREEMENT is made on the 15th day of September by and between Custom Travel Solutions, Inc. (“CTS”), and Partner Site.com, Inc (“Partner Site”)

WITNESSETH

WHEREAS, CTS specializes in providing non-married adults (“Singles”) with vacation packages.   

WHEREAS, Partnersite.com is an online directory/dating site or other service that controls the website www.partnersite.com, whose target users are general web surfers and some singles. 

WHEREAS, both CTS and Partnersite.com desire to use their unique resources to provide online singles travel packages.

NOW, THEREFORE, in consideration of the foregoing, the parties, each intending to be legally bound hereby, do promise and agree as follows:

TERM OF THE AGREEMENT:

This Agreement shall be in full force and effect commencing on the date of execution by both parties and shall continue for a term of Two years.

This Agreement may be terminated by either party upon thirty (30) days written notice.

CTS RESPONSIBILITIES:  CTS shall:

For every twelve (12) month period, arrange a minimum of twenty (20) distinct vacation packages whose purpose is to provide Singles with an opportunity to meet other Singles (“Singles Packages”).      

Provide Partnersite.com with written descriptions, photographs, and/or links and descriptors related to the Singles Packages (“Content”) for placement on www. partnersite.com.

Provide Partnersite.com with written descriptions and photographs related to the Singles Packages for use at Partnersite's sole discretion in a monthly newsletter. 

At its sole expense, telephone and online customer service support for the Singles Packages Monday through Friday from 9:00am through 5:00 pm eastern standard time.

Partnersite.com RESPONSIBILITIES:  Partnersite.com shall:

At its sole expense, provide a minimum of one (1) web page on the www.Partnersite.com (“Partnersite.com Website”) which will feature the Singles Packages (“Travel Page”).

Within ten (10) days of receipt from CTS, load and/or update new Content provided by CTS. Or use “dynamic include” command for automatic publishing.

Provide links from other webpages on the Partnersite.com Website to the Travel Page.

Make every effort to promote and advertise CTS's Travel packages within the context of existing in house programs such as e mails or newsletters. 

COMMISSIONS:

CTS shall, within seven (7) business days of the completion of Singles Package by Singles booked through the Travel Page pay to Partnersite.com fifty percent (50%) of net profits received from Singles Package.

For the purpose of this Agreement, Net Profits shall be defined as the all monies received by CTS from the Singles Packages booked through the Travel Page less any direct costs incurred by CTS in connection with the Singles Page including but not limited to Singles hotel, airfare, food, excursions and hosting costs, as well as credit card processing costs.  CTS operating expenses are will not be considered part of expense computation.

TRACKING:

CTS shall provide a command as part of the Travel Page, which will send an e-mail notification to Partnersite.com in the event a Singles Package is purchased through the Travel Page.   

CTS shall provide secure online access to Partnersite.com to view all current bookings and fees.

MISCELLANEOUS:

CTS shall not after completion of the Singles Package, initiate contact, directly or indirectly to a Single who books a Singles Package through the Travel Page except for matters directly related to the previous attended Singles Package.  Furthermore, CTS shall not share, sell or make available customer information to any third party at any time during the term of this agreement or for ten (10) years thereafter.

PARTNER SITE TRAVEL BRAND:

Nothing herein shall prevent Partnersite.com from presenting as their own, or under their name and logo travel opportunities.

Partnersite.com may conduct any non-travel business on the Travel Page without a commission obligation to CTS.

WARRANTIES AND INDEMNIFICATIONS

              Singles Travel Service, Inc. will hold harmless and indemnify Partnersite.com Inc, its officers, agents and employees from and against any and all liability, actions, suits, proceedings, claims and demands arising from offering travel programs on behalf of Singles Travel Service, Inc. Singles Travel Service assumes all risk associated with travel sales, traveler payment, air and ground connections, destination accommodations and any and all related acts or occurrences. Singles Travel Service reserves the right to use its own attorneys and determine the best course of action in affirmative defense and/or settlement of any and all claims.

ACCOUNTING: 

CTS shall keep accurate books of account and records at its principal place of business covering all transactions relating to this Agreement and Partnersite.com shall have the right, at all reasonable hours of the day and upon at least ten (10) business day’s notice and not more than once per year, to examine CTS’ books and records as they relate to the subject matter of this Agreement only. 

NOTICES:

All notices provided for herein shall be in writing given by addressing them as indicated below and by depositing them as certified mail or registered mail, return receipt requested, postage prepaid, or by delivering them personally or to a national overnight courier service. The addresses of the parties until further notice are:

Either party may change the address to which notice or payment is to be sent, however, all changes must be submitted only by written notice to the other under the provisions of this paragraph.

ASSIGNABILITY

Neither party may assign this Agreement or the rights nor obligations hereunder to any third party without the prior express written approval of the other party and such approval shall not be unreasonably withheld.

WAIVER

None of the terms of this Agreement shall be deemed to be waived or modified, nor shall this Agreement be renewed, extended, terminated or discharged except by an agreement in writing signed by a person authorized to that effect by and on behalf of each party.  There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement, which represent the entire understanding of the parties.

The failure of a party hereto to enforce, or the delay by a party hereto to enforce, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification by such party of any of the rights under this Agreement and a party may, within the time provided by the applicable law, commence appropriate legal or equitable proceedings to enforce any or all of its rights under this Agreement and any prior failure to enforce or delay in enforcement shall not constitute a defense.

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

SEVERABILITY

If a court of competent jurisdiction hereof holds any term, clause or provision invalid or unenforceable, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

INDEPENDENT CONTRACTOR

       This Agreement shall not create or be deemed to create any agency, partnership or joint venture between the parties or between or among any other participants. Each party hereto is acting as an independent contractor.

CAPTIONS

The captions used in connection with the paragraphs and subparagraphs of this Agreement are inserted only for purposes of reference.  Such captions shall not be deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement or any part thereof, nor shall such captions otherwise be given any legal effect.

INTEGRATION

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement.  It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.  This Agreement shall take precedence over any other documents that may conflict with this Agreement.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day as indicated below.