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2010 GENERAL MARKETING AND COMMISSION POLICY
Tauck, Inc. (d/b/a Tauck World Discovery and Tauck Bridges)
("Tauck") utilizes a distribution channel of traveagents, agencies
and bureaus (each, a Travel Agent and, collectively, the Travel
Agents) to promote, take ofor and otherwise broker Taucks sale of
Tauck products to guests. In order to support the efforts of Travel
Agein advertising Tauck products to the public, to better compete
with other travel products, and to protect Tauck'svaluable
reputation, Tauck has unilaterally developed this Policy.
By promoting, taking orders for and otherwise brokering the sale
of Tauck products to guests, the Travel Agentits employees agree to
the following terms, which shall be effective January 01, 2010:
Published Prices and Marketing Materials: Without the prior
written consent of Tauck, the Travel Agent shanot advertise or
promote any Tauck product for a price less than the Tauck published
price for such product at tpoint in time. The following terms shall
not be used in any print or electronic media or telephone
solicitation orpromotional materials: Discount, Rebate, On Sale,
Save %, Save $$, Gift Card, Gift Certificate,Gift, or similar
terminology. No Travel Agent shall represent itself as an
authorized or preferred agent of Tauotherwise create a false
impression of affiliation with and/or sponsorship by Tauck. To this
end, all Travel Agenmarketing and promotional materials must
clearly distinguish the identity of the Travel Agent vis--vis the
idenof Tauck. If the Travel Agent makes authorized copies of
Tauck's marketing materials or trademarks pursuant tParagraphs 6 or
7 herein, then (i) the Travel Agent's name and/or trademarks must
appear as prominent and distfrom, and shall not incorporate any,
Tauck Mark (hereinafter defined), and (ii) the use of such
marketing materand the Tauck Marks shall otherwise comply with
Paragraphs 5, 6and 7 herein.
Commissions: In consideration for promoting, taking orders for
and otherwise brokering Taucks sale of Tauckproducts to guests and
providing related services, the Travel Agent shall be entitled to a
standard commission eto 10% of Taucks published prices at the time
of booking. Standard commissions are deemed not to have beenearned
until completion of the guests travel. To reward Travel Agents
having a high volume in any calendar yedue to their additional
marketing and promotional efforts, Tauck has a general override
commission plan as mofully described on the reverse side hereof
(the Override Commission Plan). Travel Agent consortiums may ha
their own specific override commission plans in lieu of the
Override Commission Plan. Provided the Travel Agcomplies with this
General Marketing and Commission Policy (as amended from time to
time), the Travel Agenmay participate in the Override Commission
Plan. Override commissions under the Override Commission
Plan(Override Commissions) are deemed not to have been earned by
any Travel Agent until December 31 of eachcalendar year, are
calculated based on bookings for guests that have traveled during
such calendar year, and areout in January of the following calendar
year. Except as otherwise agreed to in writing by Tauck, in the
event thduring any calendar year a Travel Agent (i) advertises any
price for a Tauck product that is less than Tauckspublished price
for such product at that point in time (see Paragraph 1), or (ii)
deducts from the published price paid by the guest an amount
greater than the Travel Agent maximum Override Commission level,
then, in eachthe Travel Agent shall not be entitled to receive
Override Commissions for such calendar year. This policy
willenforced strictly and uniformly. Tauck personnel have no
authority to modify this Policy.
Booking Transfer Fee: In exchange for receiving commissions,
Travel Agents are expected to provide a highdegree of service,
including booking services. Accordingly, Tauck reserves the right
to charge any Travel Agen$125 fee per guest, which may be deducted
from any commission, on all original bookings placed by a guest
wTauck then subsequently transferred to such Travel Agent.
Group Commission: With regard to commissions for group bookings,
the Tauck Group Tour Policy (providedTauck upon reasonable request)
shall apply in lieu of this policy.
Invoicing: All Tauck invoices will be printed only with Taucks
published prices. All changes to Taucks publi
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prices permitted herein must be printed on the Travel Agent's
stationery. The Travel Agent shall not alter anyinvoice issued by
Tauck. Any request for Tauck to alter invoices will not be
honored.Copyrights: For the sole purpose of promoting, taking
orders for, or otherwise brokering Tauck's products, Tauhereby
grants to the Travel Agent a limited, revocable, non-exclusive,
non-transferable license (CopyrightLicense) to reproduce and
distribute Tauck's copyright protected marketing materials, which
materials are avadirectly from Tauck, so long as the reproduction
and distribution of such materials complies with Paragraphs 1 7
herein and the Terms and Conditions of Taucks website. The
Copyright License is revocable at any time b
Tauck, in its sole discretion.]
Trademarks: For the sole purpose of promoting, taking orders
for, or otherwise brokering Tauck's products, Thereby grants to the
Travel Agent a limited, revocable, non-exclusive, non-transferable
license (TrademarkLicense) to reproduce and distribute the Tauck
Marks, so long as the reproduction and distribution of
suchtrademarks complies with Paragraph 1 and this Paragraph 7
herein and the Terms and Conditions of Tauckswebsite. The Trademark
License is revocable at any time by Tauck, in its sole discretion.
In the course ofperforming authorized activities under the
Copyright License and/or the Trademark License, the Travel Agent
snot misappropriate or copy any Tauck name, design, logo or any
other trademark or service mark in which Tauhas rights (the Tauck
Marks, which include without limitation Tauck, Tauck World
Discovery, TauckBridges, Tauck Personal Discovery, Tauck Style,
Tauck Tours, Treasure Series, and The Yellow Ro
of Europe), in a way that causes, or is likely to cause,
confusion, or create a false impression as to the affiliatioand/or
sponsorship of the Travel Agent by Tauck. The Travel Agent shall
not incorporate any Tauck Mark as pany other trademark, including
that of the Travel Agent. If the Travel Agent uses a Tauck Mark, as
embodied incopyright protected materials in which the limited
Copyright License is granted, the Travel Agent shall place eithe or
symbol adjacent the Tauck Mark & shall state that the Tauck
Marks used are "owned by Tauck, IncTauck reserves the right to
inspect and prohibit the use of Tauck Marks by the Travel Agent at
any time.
Domain Names: Travel Agent hereby agrees that it will not
register or attempt to register any domain name orUniform Resource
Locator containing the Tauck name, Tauck Marks, or any variation
thereof.
Resellers: This Policy shall not apply in the event that a
Travel Agent acts as a reseller of Tauck products or
assumes the risk of loss for the resale of any Tauck products.
For example, this Policy shall not apply if a TraveAgent buys a
block of seats for resale and assumes the risk of loss in the event
that the Travel Agent is unable tresell the seats.
Jurisdiction; Miscellaneous: Travel Agents are agents of the
guests. Except as set forth in Paragraph 9 above,decision to sell,
and the sale of, a Tauck product to a guest shall be made by Tauck
at its principal offices inConnecticut. As between Tauck and the
Travel Agent, Tauck shall be solely responsible for the delivery of
Tauproducts. In addition to restrictions, prohibitions and
limitations set forth herein, Tauck reserves the right to ceadoing
business with any Travel Agent for any breach of any of the
provisions set forth herein. In the event of andispute arising
under this Policy or concerning the application of this Policy or
the Tauck Override CommissionPlan, both Tauck and the Travel Agent
acknowledge that they are sophisticated commercial entities and
agree t
any claim by either Tauck or the Travel Agent arising under or
related to this Policy or the relationship betweenTauck and the
Travel Agent, other than one for injunctive relief, shall be
subject to binding arbitration conducteand subject to the
Commercial Arbitration Rules of the American Arbitration
Association. Any such arbitrationbe held in Norwalk, Connecticut.
The Travel Agent expressly waives any right to participate as a
member of a cin any action against Tauck. In the event of a claim
for injunctive relief, the federal and state courts located in
thState of Connecticut shall have exclusive jurisdiction. In the
event of any dispute, the laws of the State ofConnecticut shall
govern, without regard to the conflicts of laws principles
thereof.
