Footsteptravel.com contract agent

Tel: +84978.198489 | info@footsteptravel.com | www.footsteptravel.com
CONTRACT TO PROVIDE SALES & MARKETING SERVICES IN VIETNAM
This Contract is entered into between DMC Agent, Vietnam (here in referred to as “The Client”),
and Footstep Travel Ltd, a Travel Service company in Vietnam (herein referred to as “FST”).
I. Effective Period/Cancellation/Performance Review:
This contract shall commence on 1st
of September, 2013, and shall terminate 12 months later
on 31st
of August, 2014. Either The Client or FST may give the other party notice of cancellation
of this Agreement in writing, with termination taking effect three months from the date of
notice. In such a case, The Client shall pay FST, the outstanding balance of the fees due through
to the termination of the agreement, based on the actual working days during the period.
The agreed retainer fee is valid for the duration of the said year. Thereafter certain increases in
the costs will be negotiated and agreed upon by both parties.
II. Contract Amount:
This Contract is for GBP 2200.00 per Calendar Month.
This monthly contract amount shall cover all business expenses incurred by FST as a
representation fee. In addition to the monthly contract amount, The Client shall pay, 1%
commission for all FIT-business generated from the Vietnam Market and 3% commission for
any Groups or Incentives on incremental sales generated either directly or indirectly from any
part of United Kingdom and Russia.
1. Not covered under this contract and to be budgeted separately by the client shall be the
following costs incurred by FST :
(a) Preparation of Media plan, Media placement, Press conferences and other event venue
costs and overheads as required
(b) Design and creation of specialized stationery
(c) Professional interpretation for interviews

(d) Other professional translation and creative copy writing
(e) Financial obligations required by third parties for the implementation of joint marketing
and PR tie-ups
(f) Giveaways
(g) Event banquet room expenses
(h) Collateral design/layout/printing expenses
(i) Website development/hosting expenses
(j) Travel and accommodation expenses for work conducted on the behalf of The Client
outside of Vietnam (if required)
(k) Postal and mailing expenses conducted on behalf of The Client
2. FST shall be paid in advance for any of the above services after having received a written
approval from the client. FST, will not be responsible for any consequences that may
arise if certain services are to be pre-paid and such payments have not been paid by the
client on time and result in no services or cancelation charges been applied.
III. Scope of Work:
FST, shall provide Sales/Marketing and Public Relations services and support withinVietnam .
FST services shall include, but will not be limited to, the following:
1. To implement the mutually agreed sales/marketing and promotional/public relations
activities.
2. To prepare sales/marketing and public relations and promotional recommendations
that will be used to develop and promote The Client within UK & Russia;
3. To conduct programs to publicize and promote to TOs, TAs, direct clients from UK &
Russia markets to The Client.
4. To advise The Client on travel trade and media trends and developments within UK &
Russia with the possibility to impact the number of guests to The Client;

5. To make regular media “sales calls” each month in the major market of Vietnam;
6. To submit a monthly activity report, in English, detailing the activities conducted by FST
on behalf of The Client;
7. Additional duties may be agreed to through contract amendments or charge orders to
be prepared and agreed in advance between The Client and FST.
IV. Commitments/Contracts:
1. FST will obtain The Client’s approval before entering into any contract or making any
other commitment with a third party on The Client’s behalf.
2. FST shall provide The Client with a copy of all written contracts in such manner as
mutually agreed.
V. Billing and Payment of Retainer Fees:
1. FST shall submit at the beginning of every contracted month an invoice to The Client
calculated in GBP. Should any invoices include other foreign currencies, they will be
invoiced calculated in GBP and based on the exchange rate on the date which the
invoice is issued.
2. The Client will make payment to FST in GBP by wire transfer within thirty (30) days from
the date on which the invoice is received. Payment will be made in full with all necessary
bank charges associated with the transfer. Invoices will be raised for every 3 months. i.e.
this means that the first invoice will be charged for September, October, November
( always 3 months advance )
3. Past due payments shall accrue interest at the rate of 5% per month.
4. Payments to be transferred to the following bank account:
Pearl Marketing Reps Ltd
Surrey KT4 8LH, UK

Account Number: 62768968
Sort Code: 40-18-41
HSBC Bank – Croydon Branch
9 Wellesley Road, Croydon, Surrey CR9 2AA, UK
VI. Warranties:
1). FST hereby represents and warrants that:
i. Power to Enter an Agreement,
FST has the right to enter into and perform this Agreement and to grant the rights granted
herein;
ii. Good Faith Performance,
FST shall comply in good faith with the terms of this Agreement:
iii. Non-infringement,
FST entering into this Agreement will not impair or violate any third party’s intellectual Property
Rights.
iv. Professional Quality,
FST services will be provided in a professional manner conforming to generally accepted
marketing/promotion practices.
2) The Client hereby represents and warrants that:
i. Power to Enter Agreement,
The Client has the right to enter into and perform this Agreement and to grant the rights
granted herein;
ii. Good Faith Performance,

The Client shall comply in good faith with the terms of this Agreement;
iii. Non-infringement,
No Client provided material nor The Client’s entering into or performance of this Agreement
shall infringe upon any contractual rights, intellectual Property Rights, or any other rights,
including the right of privacy and the right of publicity, of any third party.
iv. Indemnification,
The Client shall indemnify, defend and hold FST harmless from and against any cost, liability or
expense, including attorney’s fees, arising from any claimed rights of third parties, which would
constitute a breach of Section VI.2.iii. above.
VII. Confidentiality:
No Disclosure or Use of Trade Secrets or Confidential Information. Both Parties agree that each
Party will not disclose to others; or take or use for its own purposes or purposes of others, or
allow others to gain access to any confidential information of the other Party, such as terms of
the contract or unapproved marketing plans. Confidential Information means all information of
any nature that is made available by either The Client or FST becomes available to either party
by virtue of this Agreement or the relationship created by this Agreement, other than public
information;
1. This obligation shall survive termination or expiration of this Agreement (regardless of
the reason for such expiration or termination). This obligation shall end only with respect to
those portions of the Trade Secrets or Confidential information that become publicly known
through no action or omission of the receiving Party’s but shall remain in full force and effect
for all portions that do not become publicly known, for as long as such portions do not become
publicly known; and
2. Both Parties specifically agree that, each Party will not use the Trade Secrets or
Confidential Information of the other Party (except as specifically authorized and directed by
the other Party) without the other Party’s prior written consent.
VIII. General Provisions:
1. Notices. Any notices to be given hereunder by either party must be in writing and
delivered in person, facsimile, e-mail with a pdf attachment or by mail. Mailed notice, e-mailed
notice and notice by facsimile shall be addressed to the parties at the addresses and facsimile
numbers below. Each party may change its address and facsimile number by written notice in

accordance with this section. Notices delivered personally, by e-mail or by facsimile shall be
deemed communicated as of the date of delivery; mailed notices shall be deemed
communicated as of ten days following mailing:
a. Agent
Address:
Facsimile:
E-Mail:
b. Footstep Travel Ltd
Address: No 56 Thach Cau Str., Long Bien Dist, Ha Noi
E-Mail: info@footsteptravel.com
2. Containment of Entire Agreement Herein:
This contract supersedes any and all other agreements, either oral or in writing, between the
parties hereto with respect to the services to be provided by FST and payments to be provided
by The Client. This Contract contains all of the covenants and agreements between the parties
in any manner whatsoever. Each party to this Contract acknowledges that no representations,
inducements, promises, or agreements, made orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement will be effective unless it is in writing signed by the party to be changed; and
3. Partial Invalidity:
If any provision in this Contract 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 way.
IX. Law Governing Contract:
This Contract shall be governed by and construed in accordance with the laws of the United
Kingdom.

X. Legal Expenses:
The prevailing Party in any legal action arising out of this Agreement shall be entitled, in
addition to any other rights and remedies it may have, to reimbursement for its expenses,
including court costs and reasonable attorneys and experts fees and costs.
IN WITNESS WHEREOF, the parties have executed this Contract on the date indicated below:
1. Signed on behalf of The Client with Signature Authority:
Dated: ____ _____ ____________________________
Name:
Title:
Foot Step Travel, Vietnam
2. Signed on behalf of Pearl Marketing Reps with Signature Authority:
Dated: ___ _____ ____________________________
Duy Do Van
CEO
Footstep Travel Ltd

Footsteptravel.com contract agent

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