Travel Agency Destination Marketing Agreement

I. The Parties

This Destination Marketing Agreement ("Agreement") is entered into as of [Month Day, Year] ("Effective Date"), by and between [Your Company Name], a travel agency incorporated and existing under the laws of [State Name], with its principal office located at [Your Company Address], hereinafter referred to as the ("First Party"), and [Second Party Name], a [destination marketing organization (DMO)/tourism board] organized and existing under the laws of [State Name], with its principal office located at [Second Party Address], hereinafter referred to as the ("Second Party") collectively referred to as the ("Parties").

WHEREAS, the First Party is a travel agency that specializes in organizing travel and tours for clients seeking unique and seamless travel experiences;

WHEREAS, the Second Party is responsible for marketing and promoting [Destination] ("Destination") as a travel destination attracting both domestic and international tourists;

WHEREAS, both parties wish to enter into a collaborative relationship to enhance the visibility and attractiveness of the Destination;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

II. Purpose

A. Collaboration Scope

Promotion of Destination: The primary purpose of this Agreement is to establish a collaboration between the First Party and the Second Party, aimed at promoting the Destination as a premier travel destination. This joint effort will involve various initiatives aimed at enhancing the visibility and attractiveness of the Destination.
Integration into Travel Packages: Another key aspect of our collaboration involves integrating the Destination into the travel packages offered by the First Party. These packages will be designed to cater to various customer preferences, offering a range of experiences that highlight the unique aspects of the Destination.
Enhancement of Tourism: This Agreement intends to facilitate a beneficial partnership that enhances tourism to the Destination. By working together, we can attract more tourists, boost the local economy, and contribute to the cultural, historical, and recreational understanding of the Destination.

B. Mutual Benefits

Benefits to First Party: The First Party will benefit from this collaboration by being able to offer its clients unique and appealing travel packages that include the Destination. This can help to attract more clients and increase revenues.
Benefits to Second Party: The Second Party will benefit from increased visibility and promotion of the Destination. This can help to attract more tourists to the Destination, boosting local businesses and contributing to economic growth.
Benefits to Tourists: Tourists will benefit from a wider range of travel package options and a deeper understanding of the Destination’s cultural, historical, and recreational contexts.

III. Scope of Services

A. First Party Services

Travel Packages: The First Party shall offer detailed travel packages that include the Destination. These packages will be tailored to various customer preferences, ensuring that every tourist can find a package that suits their interests and needs.
Highlighting the Destination: These packages will highlight unique aspects of the Destination, as promoted by the Second Party. This could include historical landmarks, cultural experiences, recreational activities, and more.
Collaborative Marketing: The First Party will work collaboratively with the Second Party on marketing strategies. This includes digital marketing, advertising campaigns, and joint promotional events.

B. Second Party Services

Promotional Material: The Second Party shall provide the First Party with necessary promotional material. This could include brochures, videos, photographs, and other materials that showcase the Destination.
Up-to-Date Events and Highlights: The Second Party will also provide up-to-date information about events and highlights in the Destination. This will ensure that the travel packages offered by the First Party include the most current and appealing options.
Support for Travel Package Development: The Second Party will support the First Party in developing appealing travel packages. This could include providing insights into local attractions, suggesting itinerary options, and helping to coordinate logistics.

C. Joint Responsibilities

Collaborative Marketing: Both parties shall work collaboratively on marketing strategies. This includes digital marketing, advertising campaigns, and joint promotional events.
Continuous Improvement: Both parties will work together to continuously improve the travel packages based on customer feedback and market trends. This includes updating itineraries, adding new offerings, and improving our services to enhance customer satisfaction.
Regular Communication: Both parties agree to maintain regular communication to ensure smooth collaboration. This includes regular meetings to discuss progress, challenges, and future plans.

IV. Mutual Representations and Warranties

A. Authority and Power

Full Power and Authority: Both parties represent and warrant that they have the full power and authority to enter into this Agreement. This means that they have obtained all necessary approvals and consents, and are not subject to any restrictions or limitations that would prevent them from fulfilling their obligations under this Agreement.
No Infringement: Both parties further represent that this Agreement does not infringe upon the rights of any third party or violate any other agreement between the parties and any other person, firm, or organization.
Compliance with Laws: Both parties assure that they will comply with all applicable laws and regulations in the execution of this Agreement. This includes laws related to business operations, labor, and tourism.

B. Reputation and Marketability

Reputation: Each party assures that they will not engage in any activities that could possibly damage the reputation of the other party or the Destination involved. This includes any actions that could negatively impact the public perception of the other party or the Destination.
Marketability: Each party also assures that they will not engage in any activities that could harm the marketability of the other party or the Destination. This includes any actions that could reduce the attractiveness of the other party’s services or the Destination to potential tourists.
Cooperation: Both parties commit to cooperating fully with each other to achieve the objectives of this Agreement. This includes sharing information, coordinating activities, and working together to resolve any issues that may arise.

V. Compensation and Payment Terms

A. Marketing Fee

Fee Percentage: The First Party agrees to pay the Second Party a marketing fee of [10]% of the total package cost booked by clients referred directly through the Second Party’s promotional efforts annually. This percentage reflects the value that the Second Party’s promotional efforts bring to the First Party.
Payment Schedule: This fee shall be payable within [30] days of the end of each calendar quarter. This regular payment schedule ensures that the Second Party receives payment in a timely manner and aligns with standard business practices.
Late Payment: If the Second Party fails to make the payment by the due date, they may be subject to a late payment fee of [1.5]% per month, or the highest rate permitted by law, whichever is less, on any outstanding balance.
Sales Reports: Detailed sales reports will be provided by the First Party to facilitate accurate calculations of the due fees. These reports will include information such as the number of packages sold, the total cost of each package, and the clients who were referred by the Second Party.

B. Payment Terms

Invoicing: The First Party will invoice the Second Party for the services performed under this Agreement. The invoice will include both the flat fee and any commission earned.
Payment Due Date: Payment is due within [15] days of receipt of the invoice. This gives the Second Party sufficient time to review the invoice and make the payment.

VI. Term and Termination

A. Commencement and Duration

Effective Date: This Agreement shall commence on the Effective Date. From this date, both parties will start working together to promote the Destination and offer curated travel packages.
Duration: The Agreement shall continue in effect for a period of [2] years. During this period, both parties will collaborate closely to achieve the purpose of the Agreement.
Early Termination: The Agreement may be terminated earlier by either party. This provision ensures that both parties have the flexibility to end the Agreement if necessary.

B. Notice of Termination

Notice Period: Either party may terminate this Agreement upon giving at least [90] days written notice to the other party. This notice period gives both parties sufficient time to wrap up any ongoing activities and make necessary arrangements.
Obligations Upon Termination: Upon termination, the First Party shall remain liable to pay any outstanding fees accrued prior to the termination date. This ensures that the Second Party is compensated for any services provided before the termination.

VII. Confidentiality

A. Confidentiality Agreement

Confidential Information: Both parties agree to maintain the confidentiality of this Agreement and any proprietary information exchanged during the term of this Agreement. Proprietary information includes, but is not limited to, trade secrets, business plans, strategies, methods and/or practices, technical know-how, and any other information that is not generally known to the public.
Protection of Confidential Information: Both parties agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of confidential information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized to have any such information.
Exclusions: Information shall not be deemed Confidential Information hereunder if such information:

3.1. Is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;

3.2. Becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; or

3.3. becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party.

B. Disclosure of Confidential Information

Required by Law: Information shall only be disclosed as required by law or with the written consent of the party whose confidential information is being disclosed. If a party is required by law to disclose confidential information, the other party must be notified promptly so that it may seek a protective order or other appropriate remedy.
Written Consent: Any other disclosure of confidential information, apart from what is required by law, will require the written consent of the party whose information is being disclosed. This ensures that both parties have control over where and how their confidential information is shared.

VIII. Severability

A. Validity of Provisions

Independent Provisions: Each provision of this Agreement is intended to be severable. This means that if any term or provision is declared invalid or unenforceable for any reason by a court of competent jurisdiction, it will not affect the validity or enforceability of the remaining provisions.
Preservation of Intent: If a provision of this Agreement is found to be invalid or unenforceable, the Parties agree to negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.
Continuation of Agreement: The invalidity or unenforceability of any provision of this Agreement shall not void or affect the remaining provisions of this Agreement, which shall remain in full force and effect.

B. Legal Remedies

Legal Action: If a provision is found to be invalid or unenforceable, it does not affect the Parties’ rights to seek legal remedies under other provisions of the Agreement.
Enforcement of Rights: The Parties retain the right to enforce their rights under the valid and enforceable provisions of the Agreement.
Protection of Interests: The Parties will take all necessary steps to protect their interests and rights under the Agreement, notwithstanding any invalid or unenforceable provisions.

C. Review and Modification

Periodic Review: The Parties agree to periodically review the Agreement to ensure that all provisions remain valid and enforceable.
Modification of Agreement: If necessary, the Parties will modify the Agreement to ensure that all provisions are valid and enforceable.
Mutual Consent: Any modifications to the Agreement must be agreed upon by both Parties. This ensures that the Agreement continues to reflect the mutual understanding and intent of the Parties.

IX. Entire Agreement

A. Agreement Supersedes Previous Understandings

Complete Terms: This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. This ensures that all previous discussions and agreements are consolidated into this Agreement.
No Oral Agreement: The parties acknowledge and confirm that no promises, representations or oral understandings have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not expressly set forth in this Agreement. This clause emphasizes the importance of written agreements over oral discussions.
Understanding of Agreement: Both parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms and conditions. This ensures that both parties are aware of their obligations and rights under this Agreement.

B. Modification of Agreement

Written Modification: No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. This clause ensures that any changes to the Agreement are documented and agreed upon by both parties.
Mutual Agreement: Any changes to the Agreement must be mutually agreed upon. This ensures that the interests of both parties are considered when making changes to the Agreement.
Record of Changes: All changes to the Agreement should be recorded and kept with the Agreement. This provides a clear record of the changes and when they were made.

C. Binding Effect of Agreement

Binding on Parties: This Agreement is binding on both parties, as well as their successors and permitted assigns. This means that the terms of the Agreement will still apply if the parties undergo changes such as mergers or acquisitions.
Assignment of Agreement: Neither party may assign or transfer their rights or obligations under this Agreement without the written consent of the other party. This ensures that the parties cannot transfer their responsibilities to another party without consent.
Enforcement of Agreement: Both parties agree to enforce the terms of this Agreement. If a party fails to fulfill their obligations under the Agreement, the other party has the right to take legal action to enforce the Agreement.

X. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Destination Marketing Agreement as of the day and year first above written.

First Party

[Authorized Representative Name]

[Your Company Name]

Date: [Month Day, Year]

Second Party

[Authorized Representative Name]

[Second Party Name]

Date: [Month Day, Year]