Contract of

Agreement

Prepared For:
JASM Travel and Tours

Created by:
Sañon Travels
Agency Agreement
This Agency Agreement is entered into as of May 12 by and
between [Sender.Company] having its principal place of business located at 200
Gainsborough Cir Folsom, California(CA), 95630 (the “Company”) and
[Client.Company] having its principal place of business located at 200 Clock Tower Pl
Carmel, California(CA), 93923 (the “Agent”), both of whom agree to be bound by this
Agreement.
WHEREAS, the Company offers customers certain products, as described on the
document attached hereto as Exhibit A (the “Products”); and
WHEREAS, the Company and the Agent desire to enter into an agreement whereby the
Agent will market and sell the Product according to the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by
the parties hereto, the Company and the Agent (individually, each a “Party” and
collectively, the “Parties”) covenant and agree as follows:
This Agency Agreement is entered into as of May 12 by and
between [Sender.Company] having its principal place of business located at 200
Gainsborough Cir Folsom, California(CA), 95630 (the “Company”) and
[Client.Company] having its principal place of business located at 200 Clock Tower Pl
Carmel, California(CA), 93923 (the “Agent”), both of whom agree to be bound by this
Agreement.
WHEREAS, the Company offers customers certain products, as described on the
document attached hereto as Exhibit A (the “Products”); and
WHEREAS, the Company and the Agent desire to enter into an agreement whereby the
Agent will market and sell the Product according to the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by
the parties hereto, the Company and the Agent (individually, each a “Party” and
collectively, the “Parties”) covenant and agree as follows:
This Agency Agreement is entered into as of May 12 by and
between [Sender.Company] having its principal place of business located at 200
Gainsborough Cir Folsom, California(CA), 95630 (the “Company”) and
[Client.Company] having its principal place of business located at 200 Clock Tower Pl
Carmel, California(CA), 93923 (the “Agent”), both of whom agree to be bound by this
Agreement.
WHEREAS, the Company offers customers certain products, as described on the
document attached hereto as Exhibit A (the “Products”); and
WHEREAS, the Company and the Agent desire to enter into an agreement whereby the
Agent will market and sell the Product according to the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by
the parties hereto, the Company and the Agent (individually, each a “Party” and
collectively, the “Parties”) covenant and agree as follows:
This Agency Agreement is entered into as of November 10 by and
between Sañon Travels (Travel Agency) and JASM Travel and
Tours (Tour Operator) both of whom agree to be bound by this
Agreement.

WHEREAS, the Tour Operators offer customers certain products,

as described on the document attached hereto as Exhibit A (the
"Service"); and

WHEREAS, the Tour Operator and the Agent desire to enter into
an agreement whereby the Agent will market and sell the service
according to the terms and conditions herein.

NOW, THEREFORE, in exchange for the mutual promises and

agreements made by the parties, the Tour Operator, and the
Agent (each a "Party" and together the "Parties") make the
following promises and agreements.

1. Assignment of Right

With certain limitations stated herein, the Company hereby

authorizes the Agent the right to market and offer for sale the Products
 according to the terms and limitations stated in this Agency
Agreement.

 The Agent shall only market and offer for sale the products within the
Territory, as defined in this Agreement.
 The Company reserves the right to add to or subtract from the list of
Products authorized on Exhibit A attached hereto with notice to the
Agent.

2. Territory

The Agent shall be authorized to market the Service in the

Philippines and to Foreign Countries.

3. Exclusivity

The Agent shall be the exclusive party authorized to market the

Service within the Territory.

4. Trademark Rights

The Agent agrees and acknowledges the following with regard to

the Tour Operator's trademark:

 The Tour Operator is the sole and exclusive owner of all rights, titles,
and interests in "Trademark" or to any other trademarks associated
with the Tour Operator (the "Company Trademarks") which the Agent
may utilize in performing the services herein.
 The Tour Operator hereby grants to the Agent for the duration of this
Agreement and subject to the limitations stated within this Agreement
a non-exclusive, non-transferable, revocable right to use the Tour
Operator Trademarks as necessary to market and offer for sale the
Services within the Territory.

5. Agent Responsibilities
 In marketing and offering the Services for sale in the Territory, the
Agent shall:

 Act with diligence, devoting reasonable time and effort to fulfill the
duties described herein;

- Maintain reasonable technical and practical knowledge with regard

to the Services;
- Utilize promotional materials provided to the Agent by the Tour
Operator for the purpose of marketing and selling the Services;
- Promptly respond to all communications by customers and the
Tour Operator regarding the Services;
- Reasonably assist the Tour Operator with regard to any and all
collection matters as requested by the Tour Operator;
- Prepare and maintain any reports and documentation, as
requested by the Tour Operator.

6. Commission

 The Tour Operator shall pay the Agent 20% of all Net Product Sales
generated directly by the Agent's efforts. The term "Net Product
Sales" refers to the amount of sales income generated by the Agent
less any chargebacks, returns, or defaults by customers.
 The price of the tour is influenced by the kind of agreements between
tour operators and travel agencies since these agreements govern
the conditions of agreement implementation and the travel agent's
commissions in the form of extra charges and discounts. Tour
operators can be a wholesaler who:
- who have no influence over the agent's pricing policies during tour
sales (i.e., the travel agent pays the price determined by the tour
operator and establishes its own market price within sales of
tours);
- reserve the right to set prices and offer suitable discounts to travel
agents who are also wholesalers of specific tour packages. In this
instance, the travel agent must adhere to the retail price set by the
tour operator, and its profit is the difference between the wholesale
and retail prices.
 Should the Parties terminate this Agreement for any reason, the Tour
Operator shall pay the Agent only for sales of the Services made prior
to the termination date.
 In the event that the Agent receives commission payments for orders
that are subsequently refunded or charged back, or the Tour
Operator otherwise fails to realize the income from such a sale, the
Agent shall offset any future commissions paid by the amount by
which the commissions actually paid would be reduced if the sales
associated with income the Tour Operator failed to realize were never
completed.

7. Confidentiality

 The Agent shall not disclose to any third party any information
regarding the Tour Operator's business, including, but not limited to,
any of the Tour Operator's customer information, business plans, or
price points (the "Confidential Information"); (ji) make copies of any
Confidential Information or any content based on the concepts
contained within the Confidential Information for personal use or
distribution unless specifically requested to do so by the Tour
Operator or (iii) use Confidential Information other than solely for the
benefit of the Tour Operator.
 The Travel Agent hereby acknowledges they may become aware of
information the Tour Operator may deem as confidential including but
not limited to:
a) Sale Dates
b) Special Rate Changes Availability
 Any information listed as confidential by the Tour Operator shall
remain private and will not be made publicly available by the Travel
Agent.
 In the event the Tour Operator becomes aware of a breach of any of
this agreement's provisions it will have the right to terminate this
travel agency agreement in its entirety
 Immediately upon termination of the relationship between the Tour
Operator and the Agent, the Agent shall return to the Tour Operator
any documents pertaining to the Tour Operator's business or any of
its trade secrets that are in the Agent's possession.
 8. Term and Termination

 This Agreement shall commence upon the date of execution and

continue until either Party terminates this Agreement in writing.
 Upon such termination, the Agent shall discontinue marketing and
selling the Services and shall continue to adhere to the duty not to
disclose the Tour Operator's sensitive information to any third party.

9. Indemnification

 The Agent agrees to indemnify, defend, and hold harmless the Tour
Operator from and against all lawsuits and costs of any type related
to any violation of the law, this Agreement, or the rights of any third
party by the Agent while acting according to this Agreement. Such
costs include reasonable legal fees but are not limited to them.

10. No Modification Unless in Writing

No modification of this Agreement shall be valid unless in writing
and agreed upon by both Parties.

11. Applicable Law

 This Agreement shall be governed by the laws of the State of

Catanduanes and its interpretation shall be subject to the exclusive
jurisdiction of the federal and state courts situated in Catanduanes.

IN WITNESS WHEREOF, by execution by the parties below, this Service-

Level Agreement will form a part of the Contract.

Sañon Travels JASM Travel and Tours

November 10, 2022 November 10, 2022
Exhibit A
The Services