INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT ... · dispute, resolution, and/or payment of...

INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made this ____ day of __________, 20__ between GIFTED TRAVEL NETWORK, INC., a North Carolina corporation (together with its successors, assigns and subsidiaries, if any, the “Company”), and ______________________________________ (“Independent Contractor”), each a “Party” and together referred to herein as the “Parties.” 1. Term of Agreement. This agreement shall be effective as of the Effective Date set forth above and shall remain in effect until terminated in accordance with Section 19 below. 2. Duties of Independent Contractor. Independent Contractor agrees to perform this Agreement as a self-employed business person or business entity to sell travel services to members of the general public and/or business entities. Independent Contractor shall perform its obligations hereunder in a prompt and timely manner in accordance with the terms and conditions of this Agreement and in accordance with travel industry ethical standards and business customs, but independent of any supervision or control of Company. Independent Contractor shall do no act that is prejudicial or injurious to Company. 3. Duties of Company. Company hereby permits Independent Contractor to market, promote and sell travel and travel related services under the Independent Contractor’s own brand, and to service any reservations made by Independent Contractor through Company (the “Services”). Company shall compensate Independent Contractor for those Services in accordance with terms in Exhibit A. 4. Independent Contractor Relationship. Independent Contractor’s relationship with Company is that of an Independent Contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Company shall not require Independent Contractor to perform any duties at Company’s place of business, nor shall Company require Independent Contractor to work a stated number of hours or keep a specific schedule. Independent Contractor will not be entitled to any of the benefits which Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Independent Contractor is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company officer. Independent Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of commissions under this Agreement. Independent Contractor is solely responsible for, and must

of 20 Independent Contractor Initials: _________

maintain, its own records of expenses incurred in the course of performing Services under this Agreement. As an independent business entity, Independent Contractor assumes the full risk of loss in the event that the Independent Contractor’s compensation from sales does not cover expenses incurred. No part of Independent Contractor’s commissions will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Independent Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law. 5. Sales Quotas; Minimums; Draws. The Parties agree that Independent Contractor is not: (a) required to achieve any particular sales quota or revenue goals; (b) guaranteed to receive from company any minimum amount of compensation for rendering services hereunder; or (c) entitled to take a draw or receive an advance against Independent Contractor’s anticipated earnings. 6. Sole Compensation. The amounts paid to Independent Contractor pursuant to Exhibit A shall be the sole compensation payable by Company for the services rendered under this Agreement. Contractor is not entitled to receive, and shall not assert any claim for, any additional monetary or non-monetary compensation not specifically provided for herein. 7. Use of IATA, ARC, CLIA and SOT Numbers. Independent Contractor is permitted to use Company’s authorized International Air Transport Association (“IATA”) number, Airlines Reporting Corporation (“ARC”) number or Cruise Lines International Association (“CLIA”) number to book travel and Company shall be entitled to receive its share of the commission or other compensation paid by the vendor for all such sales. In cases where Independent Contractor is permitted to use Company’s Seller of Travel (“SOT”) identification numbers, Independent Contractor is responsible for complying with all rules, regulations and guidelines set forth by the issuing agency. Independent Contractor’s use of these numbers is strictly limited to the purposes of this Agreement, and any other use during the term of this Agreement or thereafter is prohibited. 8. Compliance with the Law. Independent Contractor is solely responsible for compliance with all applicable federal, state and local laws, including, but not limited to, statutes, regulations, and/or ordinances governing or affecting licensing, registration, permitting, advertising, or other requirements for which businesses must comply. If the Independent Contractor operates, sells, or markets to clients or potential clients in a state that has a seller of travel law, the Independent Contractor agrees to abide by those applicable laws as currently written and/or amended. It is the responsibility of the Independent Contractor to check with the applicable government authority regarding these consumer protection laws. 9. Insurance. During the term of this Agreement, each Party represents and warrants that it will maintain comprehensive general liability and errors and omissions insurance in amounts reasonably adequate given the scale and scope of its business. Each Party agrees to deliver certificates of insurance or other evidence of coverage to the other Party upon request. 10. Liability to Third Parties. Company shall not be liable to Independent Contractor for any expenses incurred by Independent Contractor, its employees, independent


contractor(s), sub-agents, and/or other associates of Independent Contractor including but not limited to communication charges, bank debits for returned checks, hotel “no show” charges, delivery of clients' tickets, and any other expenses. Company shall not be liable to Independent Contractor or any third party for any of Independent Contractor's acts or omissions, or the acts or omissions of Independent Contractor’s clients.

10(a.) Indemnification by Independent Contractor. Independent Contractor agrees to indemnify and hold Company, its directors, officers, employees and agents (collectively, the “Agency Indemnified Parties”) harmless from any claim of liability (irrespective of whether such claim is based on tort, contract, statute or otherwise) made by any party arising out of any transaction initiated by Independent Contractor, made on behalf of a client of Independent Contractor, or any other act or omission of Independent Contractor, unless attributable to Company’s negligence or willful misconduct including against and in respect of the following matters set forth in this Section 10(a). The foregoing indemnification obligation shall survive termination this Agreement.

(i) Any and all liabilities, obligations, costs, expenses, losses, damages,

claims or deficiencies arising from the assertion against Agency Indemnified Parities or its respective successors and assigns, or any claim for the payment or performance of any and all obligations or liabilities of Independent Contractor, its employees, independent contractor(s), sub-agents, and/or other associates of Independent Contractor of each and every nature whatsoever.

(ii) Any and all liabilities, obligations, costs, expenses, losses, damages, claims

or deficiencies resulting, directly or indirectly, from any misrepresentation or omission, breach of warranty or non-fulfillment of any covenant, condition or agreement of Independent Contractor contained in this Agreement or in any certificate, instrument, agreement, guarantee or other document furnished or to be furnished to Company hereunder or in connection with the transactions contemplated hereby.

(iii) Any and all actions, suits, proceedings, demands, assessments and

judgments relating, directly or indirectly, to the foregoing, and any and all costs and expenses reasonably incurred (including, by way of example and not limitation, all legal and accounting fees and court costs) incidental, directly or indirectly, to the foregoing.

10(b.) Indemnification by Company. Promptly upon demand, Company shall defend,

indemnify and hold harmless Independent Contractor against and in respect of the following matters set forth in this Section 10(b):

(i) Any and all liabilities, obligations, costs, expenses, losses, damages, claims or deficiencies arising from the assertion against Independent Contractor for any claim for the payment or performance of any and all obligations or liabilities of Company.


(ii) Any and all costs or expenses, losses, damages, claims or deficiencies

resulting, directly or indirectly, from any misrepresentation or omission, breach of warranty or non-fulfillment of any covenant, condition or agreement of Company contained in this Agreement or in any certificate, instrument, agreement, guarantee or other document furnished or to be furnished to Independent Contractor hereunder or in connection with the transactions contemplated hereby.

(iii)Any and all actions, suits, proceedings, demands, assessments and judgments relating, directly or indirectly, to the foregoing, and any and all costs and expenses reasonably incurred (including, by way of example and not limitation, all legal and accounting fees and court costs) incidental, directly or indirectly, to the foregoing.

11. Commissions; Terms of Payment. During the Term, Company shall pay Independent Contractor commissions as described in Exhibit A (“Commissions”) with payment terms as described in Exhibit B. Upon termination of this Agreement pursuant to Section 19, Commissions will be paid only on reservations serviced by Independent Contractor through travel date.

12. Fees. Independent Contractor shall be responsible for the fees described in Exhibit C. Company reserves the right to change this fee within fifteen (15) days notice to Independent Contractor. Company reserves the right to charge additional fees for services provided to Independent Contractor, as may become necessary, with fifteen (15) days notice to Independent Contractor.

13. Expenses. Independent Contractor is solely responsible for all expenses incurred

by Independent Contractor in performing the Services. Company will not reimburse Independent Contractor for any out-of-pocket expenses incurred by Independent Contractor in performing the Services and shall have no liability to Independent Contractor or any third party for any such expenses including, but not limited to, office supplies, postage, business cards, letterhead, telephone and Internet access, bank charges, automobile mileage and parking costs.

14. Offset to Compensation. Company shall have the right to deduct from

Independent Contractor’s compensation the amount of any debit memo, commission recall, customer refund, or similar post-sale adjustment made in conjunction with a commissionable sale completed by Independent Contractor under this Agreement as well as postage costs for mailing travel documents and other expenses incurred. This extends to unauthorized price concessions, unauthorized discounts, non-refundable tickets issued but not used, hotel “no shows”, and any “agent error,” credit card chargebacks for any reason, including but not limited to unauthorized charges or fraud (each such item a “chargeback”), regardless of when the chargeback is incurred by Company, related to a sale generated by Independent Contractor, employee(s), independent contractor(s), sub agent(s), and/or other associates of Independent


Contractor. Independent Contractor accepts liability for all legal and financial obligations for the dispute, resolution, and/or payment of debit memos and chargebacks generated by travel bookings of Independent Contractor, an employee, independent contractor, sub agent, and/or other associate of Independent Contractor.

In the event that an offset is warranted and the deduction cannot be made because the

adjustment exceeds the amount of Independent Contractor’s compensation, Independent Contractor shall pay the amount of the deficit within 30 days of receipt of written demand for same from Company. Alternatively, at Company’s option, the shortfall may be carried over and deducted from future compensation expected to be earned by Independent Contractor. Moreover, amounts owed by Company to Independent Contractor must exceed amounts owed by Independent Contractor to Company for a payment to become due. Company’s right to recover the amount of any adjustment from Independent Contractor shall survive the termination of this Agreement.

In the event net commissions and fees earned by Independent Contractor for a monthly period are insufficient to compensate Company, Independent Contractor agrees to pay Company said amount immediately upon demand either by cash, check with sufficient funds, or if insufficient, hereby expressly grants Company the right to charge Independent Contractor’s credit card on file with Company for such amount and provided for such purposes. Independent Contractor agrees a valid credit card shall be maintained on file with Company for a period of one (1) year following the termination of this Agreement, and hereby authorizes Company to charge against such credit card the amount of any chargebacks that are not reimbursed by Independent Contractor pursuant to this Agreement.

15. Booking Reservations. It is understood and agreed that Independent Contractor will book travel reservations for his or her clients, including but not limited to reservations for airlines, cruise lines, hotels, auto rentals, and tour operators. Within seventy-two (72) hours after making a booking, Independent Contractor must provide the client with written documentation of all pertinent reservation information, i.e., sailing date, ship, deposit received, balance due and date, document requirements, insurance information, client names, etc. Independent Contractor must provide an invoice to a client within seventy-two (72) hours of any and all payments made by client. It is Independent Contractor’s sole responsibility to insure that clients receive these documents. Independent Contractor must enter all travel bookings into ClientBase within seventy-two (72) hours of deposit. Late invoices will be assessed a fee as set forth in Exhibit C. Independent Contractor must input complete client and booking information into ClientBase. Commissions for bookings that have not been invoiced, are missing client information necessary to identify the commission to the booking, or have not been otherwise claimed by Independent Contractor will be forfeited after a twelve month period. Independent Contractor does not have airline ticket stock and cannot issue any travel related air, cruise, lodging or vacation certificates of any kind. Independent Contractor is prohibited from booking net rates using Company’s IATA, ARC or CLIA numbers without Company’s express consent. All travel documents that are received by the Company will be sent to the Independent Contractor who is responsible for providing such documents to the client. In time sensitive situations, Company reserves the right to mail such documents directly to the client address in the ClientBase client profile.


Independent Contractor is required to provide Company written notification requesting permission in advance of providing access to any of Company’s travel products and/or services to a third party not identified in this Agreement, namely, any employee, independent contractor, sub-agent, and/or other associate of Independent Contractor and to ensure that third party has in turn agreed to compliance with all relevant Company policies and the terms of this agreement. Company retains the right to grant consent or withhold consent to such access in its sole discretion.

16. Acceptance of Payment. Independent Contractor is entitled to charge clients a service fee for the Independent Contractor’s expertise and time involved in making said bookings; provided, however, that Independent Contractor must comply with seller of travel laws which may prohibit the acceptance of service fees. Unless the Company directs otherwise by written instruction, Independent Contractor must direct clients to make all payments and deposits directly to the travel vendor except that Independent Contractor may facilitate payment by calling in the client’s credit card to the vendor directly or inputting the credit card through the vendor’s website or through any other means provided by the travel vendor. It is Independent Contractor’s responsibility to obtain credit card authorizations from client and to comply with Payment Card Industry (“PCI”) data security standards. Other than the service fee referred to above, Independent Contractor shall not accept any payments made directly by client to Independent Contractor, including but not limited to credit card payments, cash payments or checks for any bookings whether or not priced on a gross or net rate basis. All checks, money orders, or cashier’s checks must be made payable to the travel vendor. Alternatively, with the Company’s prior consent, Independent Contractor may arrange for payment to be made payable to Company or processed through Company’s merchant account, and request that Company make travel vendor payments, in which case processing fees may apply. 17. Receipt of Commissions. Independent Contractor agrees that commissions for all bookings booked under Company’s IATA, ARC or CLIA numbers will be paid to Company. Should Independent Contractor authorize or request that any travel vendor send commissions directly to Independent Contractor when using Company’s IATA, ARC or CLIA, this Agreement will terminate and Independent Contractor will forfeit any and all unpaid commissions. In the event that Company has not been able to collect commissions and payments receivable from travel vendors through the normal course of business, it is the responsibility of Independent Contractor to direct travel vendor to make such payments to Company as agreed. Any and all override commissions received by Company, shall not be considered a part of net commissions, and shall be retained by Company.

18. Travel Benefits. Independent Contractor shall be entitled, at own expense, to an agent ID card from CLIA, IATA or any other such entity to which Company is affiliated, which may entitle Independent Contractor to discounts and other personal benefits or promotions offered by travel suppliers once Independent Contractor has demonstrated compliance with such entities’ requirements, contingent upon Company approval. 19. Termination. This Agreement may be terminated in any of the following ways:


(a) This Agreement shall terminate upon the death of Independent Contractor. (b) Company may terminate this Agreement immediately upon notice to Independent Contractor if: (i) Independent Contractor commits an act of material dishonesty in connection with his engagement; (ii) Independent Contractor is convicted of a crime involving moral turpitude; (iii) Independent Contractor fails to perform the Services to the satisfaction of the Company; or (iv) Independent Contractor breaches any obligation under this Agreement. (c) In the event either party materially breaches this Agreement, the non-breaching party may terminate this Agreement immediately upon notice to the breaching party. (d) Either party may terminate this Agreement upon thirty (30) days advance written notice to the other party for any or no reason. 20. Effect of Termination. Termination of this Agreement shall not relieve either party from any liability it may have for breach of this Agreement. The provisions of Sections 24 and 25 hereof shall survive any termination of this Agreement. Upon termination, Independent Contractor agrees not to transfer or attempt to transfer pending or booked reservations with the Company to another agency or cancel or attempt to cancel any such reservations or induce, encourage or solicit any client to rebook with another agency any reservation pending or booked with the Company. Upon termination of the Agreement for any reason, Independent Contractor shall be entitled to receive all compensation earned but not yet paid as of the effective date of the termination provided such commissions exceed offset amounts due to Company by Independent Contractor. Independent Contractor’s logins to ClientBase, Company’s Membership Portal and all such services will become inactive, and client data will become unavailable to Independent Contractor however Independent Contractor may request client data as set forth in Section 21. In such case, Independent Contractor shall immediately cease any and all use of Company’s intellectual property pursuant to any license granted under this agreement. Commissions paid subsequent to termination date will be paid at the seventy percent (70%) commission rate unless Independent Contractor opts to continue to pay the fees set forth in Exhibit C relevant to a higher commission split through travel date. If at the time this Agreement is terminated Independent Contractor is obligated to pay or reimburse any amounts to Company, Company shall have the right to withhold or offset against an equivalent amount of commissions, fees or other income that is due to be paid to Independent Contractor, or charge against the credit card provided by the Independent Contractor for such debt. Notwithstanding the foregoing, this Agreement shall be subject to termination by either party at the exclusive and absolute discretion of each party with thirty (30) days advance notice to the other party, provided all amounts due pursuant to this Agreement are paid in full. Under no circumstances shall Independent Contractor be entitled to receive any compensation for services rendered following the effective date of termination. 21. Clients. Independent Contractor retains the right to service clients of Independent


Contractor during and after the Term and there shall be no restriction on Independent Contractor’s right to engage in business with such clients or book reservations with a competing agency after the Term. Upon termination of this Agreement, Independent Contractor may request their client data to be exported from ClientBase and provided to them within 30 days of termination. At the request of Independent Contractor, the Company shall delete the Independent Contractor’s client list from the Company’s marketing database after completion of any travel booked during the Term and Company shall not directly solicit any such clients; provided, however, any clients introduced to Independent Contractor through leads generated by the Company shall not be included in this restriction. Company reserves the right to retain responsibility for servicing reservations booked during the Term but not yet travelled at the time of Termination should Independent Contractor fail to service those bookings.

22. Advising Consumers Of Affiliation. Independent Contractor agrees to advise consumers of the independent and separate business entity status of Independent Contractor’s travel business by virtue of noting Independent Contractor’s separate business name, by stating “A Member of Gifted Travel Network” or “Independent Affiliate of Gifted Travel Network” on business cards, invoices, and letterhead, when conducting business associated with Company. 23. Non-Solicitation. During the term of this Agreement and for one year following its termination, Independent Contractor will not, directly or indirectly, induce, attempt to induce, or aid others in inducing any person employed or engaged by Company to terminate their employment or contractual relationship with Company in order to render services to Independent Contractor or any third party. The Parties mutually acknowledge that such interference with employment or contractual relationships will cause direct severe and irreparable financial loss and hardship to Company. 24. Confidentiality. The Parties acknowledge that Company may disclose to Independent Contractor certain information of a confidential or proprietary nature (the “Confidential Information”) as needed in order for Independent Contractor to perform the duties contemplated under this Agreement. Confidential Information includes but is not limited to Company’s business or marketing plans or strategies, operating procedures, trade secrets, customer and supplier information, client lists, sales leads, sales projections, pricing or profit information, credit card information, its IATA, ARC or CLIA numbers, and any other information designated as such by Company at the time of disclosure and any information, in any form, that is a trade secret within the meaning of N.C. Gen. Stat. §§ 66-152 - 66-157. Independent Contractor further acknowledges that unauthorized disclosure to a third party or other misuse of the Confidential Information would cause severe and irreparable harm to Company. Accordingly, except to the extent necessary to the performance of this Agreement, Independent Contractor will not use or disclose, either during or after the term of this Agreement, any Confidential Information without Company’s prior written consent.

Independent Contractor further agrees to abide by the terms of the Independent Contractor Confidentiality/Non-Disclosure Agreement attached as Exhibit “D” and will execute


such agreement at the same time this Independent Contractor Agreement is executed. Independent Contractor agrees not to divert current or future customers, sales, or business away and/or from Company to any independent contractor, travel agency, or any other business engaged in the sale of travel services, while still engaged in a business relationship with Company, and after the termination of this Agreement.

It is understood by the parties that Company agrees that it will not, at any time either individually or through or with the aid or assistance of others, solicit, copy, take, misappropriate, divulge or misuse any of the property of Independent Contractor such as client lists, client bookings, passenger name records, notebooks, name files, data, books, records or accounts, or other confidential information used by the Independent Contractor for new clients of Independent Contractor, developed by Independent Contractor, and not from the relationship of Independent Contractor as a former employee of Company. This prohibition includes all forms of computer data. This data is recognized by the Company as the confidential property of Independent Contractor if said confidential information did not originate with Company, or a Company acquisition. Company agrees not to divert Independent Contractor’s customers, sales, or business away from Independent Contractor to any other independent contractor, travel agency, or any other business engaged in the sale of travel services, while still engaged in a business relationship with Independent Contractor, and after the termination of this Agreement. 25. Specific Performance. Independent Contractor acknowledges that the restrictions contained in Sections 24 and 25 are reasonably necessary to protect the legitimate business interests of Company and that any violation of such restrictions will result in irreparable injury to Company for which damages will not be an adequate remedy. Independent Contractor therefore acknowledges that if he violates any such restrictions, Company shall be entitled to preliminary and permanent injunctive relief as well as to an equitable accounting of earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other remedies to which Company may be entitled. 26. License to Use Company Marks. During the term of this Agreement, Company grants to Independent Contractor a limited, non-exclusive, royalty-free license to use Company’s trade name and any Company logo (together, the “Company Marks”) on Contractor’s business cards, website, and letterhead. If Contractor elects to make such use of the Company Marks, Contractor must prominently and conspicuously display the words “a member of Gifted Travel Network” or “independent sales agent” or substantially equivalent language to avoid creating the false impression that Independent Contractor is a Company employee. All use of the Company Marks is subject to Company’s sole but reasonable prior approval, and any unauthorized use by Contractor is prohibited. Independent Contractor acknowledges that Company is the sole owner of the Company Marks and warrants that Independent Contractor will not assert any challenge to such ownership. This warranty shall survive termination of this Agreement. 27. Right to Contract with Third Parties. Independent Contractor is not permitted to grant anyone access to Company by any method, unless Company is notified by written request, and such access will be permitted subject to the sole discretion of Company. Independent Contractor agrees to immediately provide Company with any and all contracts with


its employee(s), independent contractor(s), sub-agent(s) and/or other associates of Independent Contractor, who sell travel through access to Company. Company may from time to time request additional documentation related to Independent Contractor’s business operations, which Independent Contractor agrees to provide immediately upon request. Company retains the right to contract for similar services with other independent contractors. Independent Contractor similarly retains the right to enter into contracts with other travel agencies to process travel arrangements for Independent Contractor's clients. 28. Virtuoso Access. Company is a member in good standing of Virtuoso, Ltd., and by virtue of such membership, Company receives access to certain negotiated rates for the sale of luxury products and services. Virtuoso provides unique and exclusive sales, marketing, and advertising services to Virtuoso Member Agencies. Participation in Virtuoso related sales, marketing, and advertising is at the sole discretion of Independent Contractor, and may require additional cost, which is the sole obligation of Independent Contractor. Virtuoso promulgates standards and terms of membership and business conduct between Member Agencies and Virtuoso, which Independent Contractor is required to adhere to, if Independent Contractor chooses to benefit from Virtuoso programs.

A. In accordance with Virtuoso policy requiring that independent contractors

who choose to access Virtuoso, conduct all Virtuoso volume through one (1) Virtuoso Member Agency Host only and book all Virtuoso preferred supplier products through the Virtuoso Member Agency Host designated to accept all of the Independent Contractor’s Virtuoso volume, Independent Contractor hereby designates Company as its Virtuoso Host Agency, and not any other entity, including any transactions that are as a result of self-dealing. Independent Contractor further agrees that he or she shall not have a Virtuoso log-in through more than one (1) Virtuoso Member Agency Host.

B. Virtuoso requires Virtuoso Voyager Club Accreditation of all current and

future Voyager Club Hosts, whether they serve as a primary or secondary co-host, within the following time frames:

i) Already assigned as host – The first Voyager Club hosting assignment is “grandfathered,” but the representative is strongly encouraged to become accredited before this sailing. On all other hosting opportunities, the representative must be accredited to host. ii) Unassigned – Accreditation must be completed before the representative’s first Voyager Club sailing. (A specific waiver may be granted based upon criteria developed by Virtuoso. Accreditation may be obtained by attendance of the one day scheduled Web training provided by Virtuoso.)

C. Independent Contractor agrees to abide by all of the applicable Virtuoso Membership Standards, including but not limited to the Membership Standards, which prohibit the Independent Contractor from improperly soliciting clients, employees, or other independent contractors of another Virtuoso Member Agency on behalf of


Company or Independent Contractor. D. Independent Contractor agrees that each travel booking made by Independent Contractor on behalf of the Virtuoso Host Agency, which originates with Company shall remain with Company, regardless of whether or not the travel has been deposited, partially paid, or fully paid, unless all parties (including both Virtuoso Member Agencies, Independent Contractor, and the client) agree that the booking be transferred, subject only to the transferability by supplier. Commission payments due shall be paid directly to Company and remain subject to this Agreement. E. If Independent Contractor violates the Virtuoso Business Practice Guidelines, such Independent Contractor shall be barred access to Virtuoso, as determined by Virtuoso, provided amenities related to client will not be impacted for travel already under deposit. F. Independent Contractor agrees to execute the Virtuoso Standards for Access.

29. Security Rules. Independent Contractor agrees to comply with the ARC Security rules as set forth in Section 80, Attachment B of the Agent Reporting Agreement related to security of all tickets and travel documents, as well as rules set forth for ticketing and travel transactions through Virtuoso. This includes compliance with the ARC Industry Agents' Handbook including Section 6 that speaks to credit card payments and charge-back practices. ARC Security Rules can be found online: https://www2.arccorp.com/globalassets/iah/iah.pdf

30. Agreements with Others. Independent Contractor represents that he is not subject to any legal or contractual duty or agreement that would prevent or prohibit Independent Contractor from performing the Services for Company or complying with this Agreement.

31. Assignability. This Agreement shall be freely assignable by Company and shall inure to the benefit of, and shall be binding upon, any other person or entity which shall succeed to the business presently being operated by Company. Because this contract is a contract for personal service, Independent Contractor shall not assign this Agreement or any rights hereunder. 32. Amendments and Waivers. No amendment of this Agreement or any waiver of any of its provisions shall be effective unless expressly stated in a writing signed by both parties. No delay or omission in the exercise of any right, power or remedy under or for this Agreement shall impair such right, power or remedy or be construed as a waiver of any breach. Any waiver of a breach of this Agreement or any failure to claim a breach of this Agreement shall not be treated as a waiver of any subsequent breach. 33. Severability. Each provision of this Agreement shall be considered severable, and if any provision of this Agreement shall be held illegal, invalid, or otherwise unenforceable under controlling law, the remaining provisions of this Agreement shall not be affected thereby but shall

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https://www2.arccorp.com/globalassets/iah/iah.pdf

https://www2.arccorp.com/globalassets/iah/iah.pdf


continue in effect. 34. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. 35. Consent to Jurisdiction and Venue. Independent Contractor agrees that any claim arising out of or relating to this Agreement shall be brought in a state or federal court of competent jurisdiction in North Carolina. Independent Contractor consents to personal jurisdiction of the state and/or federal courts located in North Carolina. Independent Contractor waives (i) any objections to jurisdiction or improper venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts. 36. Construction of Terms. Any reference herein to the masculine shall include the feminine or neuter, and any reference herein to the singular or plural may be construed as plural or singular wherever the context requires. The headings of the sections of this Agreement have been inserted for purposes of convenience and shall not be used for interpretive purposes. 37. Notices. Any notice given by either party hereunder shall be in writing and shall be delivered by mail, certified or registered mail, postage prepaid, as follows: To Company: GIFTED TRAVEL NETWORK, INC. 425 E. Statesville Avenue, Suite 101 Mooresville, NC 28115 To Independent Contractor: Name: ________________________________ Street Address:__________________________ City:__________________________________ State: ___________________________________

Zip:_____________________________________ Telephone:_______________________________ Email:___________________________________

2. Entire Agreement. This Agreement contains the entire agreement between Company and Independent Contractor with respect to the subject matter hereof, and merges and supersedes all prior agreements, understandings, or negotiations whatsoever with respect to the subject matter hereof.

PLEASE NOTE: BY SIGNING THIS INDEPENDENT CONTRACTOR AGREEMENT, INDEPENDENT CONTRACTOR IS HEREBY CERTIFYING THAT INDEPENDENT CONTRACTOR (A) RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAD SUFFICIENT OPPORTUNITY TO CONFER WITH


COUNSEL OF INDEPENDENT CONTRACTOR’S CHOICE; (D) HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS INDEPENDENT CONTRACTOR HAD ABOUT THE AGREEMENT AND RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (E) UNDERSTANDS INDEPENDENT CONTRACTOR’S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have signed this Independent Contractor Agreement the day and year first above written. GIFTED TRAVEL NETWORK, INC. ATTEST:

By: ________________________ Jennifer Cochrane, Co-Founder & COO INDEPENDENT CONTRACTOR

Company Name (if signing as a business entity): Individual Name (if signing as individual): Signed by: (Name & title) Sign:_____________________________

Print:_____________________________


Exhibit A Commission Arrangement

Company shall pay Independent Contractor Commissions equal to commission rate selection of

Option A: 100% Option B: 90% Option C: 80% Option D: 70%

of the Net Commissions collected by Company on each commissioned transaction sourced and booked by Independent Contractor during the Term. “Net Commissions” means all commissions and fees received by the Company net of any chargebacks, discounts or reductions imposed by the travel vendor and compensation offsets as set forth in Paragraph 14. Commission rate selection may be changed by Independent Contractor upon fifteen (15) day notice to Company and payment of relevant fees as set forth in Exhibit C. Changes in commission selection will apply to bookings made from the time the selection is made going forward, except in cases where the Independent Contractor has changed the selection to a lower commission rate, in which case the change in commission will be apply to future commission payments regardless of when the booking was made. [Example 1: Independent Contractor notifies Company to change commission selection from 80% to 100% on March 1 and begins paying relevant fees per Exhibit C on March 15. Commission on bookings invoiced in ClientBase subsequent to March 15 will be paid at the 100% commission rate. Commissions on bookings invoiced prior to March 15 but not yet paid will be paid at the 80% commission rate. Example 2: Independent Contractor notifies Company to change commission selection from 100% to 80% on March 1 and fees are reduced per Exhibit C on March 15. Commissions on all bookings paid after March 15 will be paid at the 80% commission rate.]


Exhibit B Commission Payment Terms

Company shall pay Independent Contractor Commissions upon the follow terms:

Commissions will be credited (“Credit Date”) to Independent Contract on the later of (i)

receipt of the Net Commissions by the Company (“Receipt Date”), and (ii) completion of the travel by the client (“Travel Date”). Receipt Date for commissions and Independent Contractor’s client fees will be determined by Company for the following travel arrangements upon occurrence of the events noted below:

(a) Service Fees: Upon Company’s receipt of identifiable service fees; (b) Non-Group Travel Sales Commissions: Upon Company’s receipt of the identifiable travel sales commissions as received; (c) Group Travel Sales Commissions: Upon closing the group account on Company’s books (i.e., specific group, receipt of all travel sales commissions and payment of all related expenses).

Payment will be made to Independent Contractor bi-monthly on the 1st and 15th of each

month (“Payment Date”) (or closest banking day if such date occurs on a non-banking holiday) for all net commissions with a credit date of five (5) business days prior to the payment date, net of any offsets as described in Paragraph 14. [Example: If travel is completed May 5 and Net Commissions are received by the Company on May 20, the Company will pay related commissions for that booking on June 1.]

Independent Contractor must enter all reservations and accounting in to Client Base within seventy-two (72) hours of deposit to facilitate and expedite all payments of Commissions. Company will not be responsible for collecting Net Commissions that have not been received by Company. Independent Contractor is responsible for researching any outstanding commissions not received by Company and facilitating payment by the travel vendor.


Exhibit C Independent Contractor Fees

Independent Contractor shall pay to the Company the following fees. All fees are non-refundable unless otherwise noted.

Type of Fee Description Fee Amount When Paid Client Base Reporting Fee

Penalty fee for failure to enter booking into Client Base within 72 hours of deposit.

$25 per occurrence Will be charged to Independent Contractor’s credit card on file.

Travel MBA Program

Program Cost for 12-Month Travel MBA Program. Refundable minus an administrative fee of $249 within 30 days; after 30 days, full program cost is committed and non-refundable.

One payment of $4997 or 12 payments of $466 per month

Pay-in-full option is due upon execution of contract; monthly pay option will auto-charge monthly to Independent Contractor’s credit card on file.

Annual Fee Membership fee for access to Company benefits and back office support. Waived for first year for Travel MBA Program members.

$399 per year or $37.50 per month

Pay-in-full option is due upon execution of contract; monthly pay option will auto-charge monthly to Independent Contractor’s credit card on file.

Monthly Fee Based on commission split level selected. Selection may be changed up to 2 times within a 12 month period.

Option A (100% Commission): $499 per month Option B (90% Commission): $69.99 per month unless adjusted for sales volume Option C (80% Commission): $34.99 per month Option D (70% Commission): None

Will auto-charge monthly to Independent Contractor’s credit card on file.

Sub-Agent Fee Payable per sub-agent depending on commission split level selected

Option A: $50 per month per sub-agent Option B: $32.50 per month per sub-agent Option C: $15 per month per sub-agent with maximum of 5 Option D: No sub-agents

Will auto-charge monthly to Independent Contractor’s credit card on file.

Optional Services Additional fees may apply for optional services such as Virtuoso Marketing, Travel 42, and Virtuoso Air ticketing

Varies Varies


EXHIBIT D

INDEPENDENT CONTRACTOR CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT

This Independent Contractor Confidentiality/Non-Disclosure Agreement (“Agreement”), effective as of the ________ day of ________________________, _______, is by and between Gifted Travel Network, Inc. (herein referred to as “Agency”), and ________________ (herein referred to as “Contractor”).

RECITALS

WHEREAS, Contractor expressly understands and acknowledges that Agency will provide to Contractor access to information, materials, and benefits of the Virtuoso Network, pursuant to Agency’s relationship with Virtuoso, Ltd. (“Virtuoso”); WHEREAS, Agency is entering into this Agreement in part to provide the benefits of this Agreement to Virtuoso as set forth above. As such, to the extent that Virtuoso is contemplated herein to obtain the benefits of this Agreement, then Virtuoso is an intended third party beneficiary of this Agreement; NOW, THEREFORE, as consideration to Contractor for access to the materials, benefits, and information of the Virtuoso Network, the parties to this Agreement agree as follows:

1. Definition of Confidential Information:

A. “Confidential Information” means all information regarding the business and affairs of Agency and/or Virtuoso, which is not generally and readily available to the public (whether or not such information is marked “confidential”). Confidential Information shall include but not be limited to: (i) client lists, client information, Lead Clients, (ii) Agency’s and/or Virtuoso’s marketing products and processes, list analyses (segmentation), client development programs and methodologies, (iii) supplier contracts and their execution, (iv) Virtuoso.Net and Virtuoso-supplied member and Virtuoso consumer sites, (v) Agency sales and development programs, (vi) all materials provided to Contractor by Agency and/or Virtuoso, (vii) all techniques, concepts, processes, methods, technologies, and other information including, without limitation, all data, know-how, trade secrets, formulations, analyses, compilations, studies, collections of data, proposals, and plans, whether in writing, conveyed orally, or by any other method of transfer relating to the business activities of Agency and/or Virtuoso, including but not limited to, the design, development, production, and implementation of any technology, web-interface, database management, web-content or travel related publishing materials, (viii) business information, financial data, financial plans, products, equipment, sales information, cost data, personnel data, product tests, pricing policies, and distributorship arrangements, (ix) business and sales plans or strategies, (x) information regarding any acquisition or joint venture arrangements or other enterprises with whom Agency or


Virtuoso has business relationships, (xi) information disclosed to Agency and/or Virtuoso or its employees and/or contractors by third parties which Agency and/or Virtuoso or their employees and/or contractors are obligated to treat as confidential, (xii) information learned or acquired by Contractor as a result of training, (xiii) any information prepared, developed, or generated by Contractor as a result of any of the foregoing.

B. Confidential Information shall not include any information that is

generally available to the public at the time such information is received by Contractor, or that subsequently becomes generally available to the public, otherwise than as a result of a breach of the terms of this Agreement by Contractor.

2. Confidential Information.

A. Contractor understands and agrees that all Confidential Information is the exclusive intellectual and physical property of Agency and/or Virtuoso and shall remain confidential. Except to the extent necessary to perform Contractor’s duties for Agency and/or Virtuoso, Contractor agrees to hold all Confidential Information in whatever form in strictest confidence. Except to the extent necessary to perform Contractor’s duties for Agency and/or Virtuoso, Contractor agrees that Contractor will not disclose, distribute or use any Confidential Information without the prior written consent of Agency and Virtuoso. Contractor agrees to set in place policies to safeguard the integrity and to protect the secrecy and confidentiality of all Confidential Information and shall treat all Confidential Information as highly confidential. Contractor agrees not to copy or reproduce any of the Confidential Information without the prior written consent of Agency and Virtuoso, except copies made for backup purposes and internal office use. Contractor does not have the right to retain possession of any of the Confidential Information should Contractor’s relationship with Agency be terminated for any reason or should Agency’s relationship with Virtuoso be terminated for any reason. B. In the event Contractor is required to disclose any Confidential Information in order to comply with the law or the order of a court, Contractor agrees to promptly notify Agency and Virtuoso prior to making such disclosure, in order to enable Agency and/or Virtuoso to attempt to avoid such disclosure. Contractor further agrees to reasonably cooperate with Agency and Virtuoso in Agency and/or Virtuoso’s effort to avoid such disclosure.

3. Return of Documents.

A. In the event this Agreement is terminated by either party hereto for any reason, Contractor agrees to immediately return or destroy all documents and materials (including any and all copies, regardless of whether the copies were used or kept for backup purposes or internal office use) which contain any Confidential Information, with the express understanding that Contractor shall not retain any copy of any such documents or materials.


B. In such an event, Contractor further agrees to provide Agency and Virtuoso with an executed affidavit acknowledging and certifying in writing that all documents and materials, which contain Confidential Information, have been either destroyed or returned to Agency or Virtuoso.

C. Notwithstanding the return or destruction of all documents and materials,

which contain Confidential Information, the obligations of confidentiality and all other obligations set forth in this Agreement shall remain in full force and effect. Such obligations shall continue to apply after the termination of Contractor’s relationship with Agency for any reason or the termination of Agency’s relationship with Virtuoso for any reason.

D. Contractor agrees that under all circumstances, Contractor shall be

responsible for, and shall indemnify Agency and/or Virtuoso from and against all damages, fees, costs, and other expenses (including reasonable attorneys’ fees and costs of court) resulting from any breach of this Agreement by Contractor. 4. Virtuoso as Intended Third Party Beneficiary. Agency and Contractor acknowledge and agree that Virtuoso shall be deemed an intended third party beneficiary of this Agreement, and Contractor shall be obligated (following the termination of Contractor’s relationship with Agency for any reason or the termination of Agency’s relationship with Virtuoso for any reason) to continue to perform all of his or her duties and obligations under this Agreement for the benefit of Virtuoso (rather than Agency).

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth above. AGENCY:

By: __________________________________ Name: Jennifer Cochrane, Co-Founder & COO INDEPENDENT CONTRACTOR: By: ___________________________________

Name: _________________________________ Date: __________________________________


Exhibit E Subagent Information

Independent Contractors agrees to accept full liability for the actions and omissions of any and all of his/her subagents, associates, or contractors. Independent Contractor agrees to accept full responsibility for soliciting agreement from his/her subagents, associates, or contractors to act consistent with the terms of this contract and to comply with Company and Virtuoso policies. There is a monthly fee for each subagent, whether working under Independent Contractor’s agency name or his/her own agency name. Please add additional pages if necessary. Subagent Name:

Agency Name:

(if different from yours)

Address:

Phone:

Email:

Subagent Name:

Agency Name:


Address:

Phone:

Email:

Subagent Name:

Agency Name:


Address:

Phone:

Email:

1

Policies Acknowledgement

As an Independent Contractor, you, and by extension your partners, employees, sub-

agents and affiliates accessing any of the services of Gifted Travel Network (GTN), are

bound by all the provisions of the Independent Contractor (IC) Agreement. For your

reference, we have highlighted some of the operating policies provided therein to

ensure your attention and compliance:

You are not authorized to make any representation, contract or commitment on

behalf of GTN unless specifically requested or authorized in writing to do so by a

Company officer. This means that you cannot sign group or air contracts with

performance clauses when you are booking under GTN’s IATA number, for

example.

You are solely responsible for compliance with all applicable federal, state and

local laws. If you sell or market to clients or potential clients in a state that has a

seller of travel law, you must abide by those applicable laws as currently written

and/or amended. It is your responsibility to check with the applicable

government authority regarding these consumer protection laws,

notwithstanding information about seller of travel laws contained in your

Membership Portal.

You are responsible for obtaining sufficient Errors & Omissions (E&O) insurance.

Though GTN highly recommends you obtain your own policy regardless, under

certain circumstances, you may be covered by GTN’s E&O policy. Specifically, ICs

who are contracted with GTN (receive a 1099 from GTN), are booking exclusively

under GTN credentials, and display the minimum "Member of GTN" branding on

their website, email signatures, business cards, and all customer communications

may be covered under GTN's E&O policy. If you book anything outside of GTN,

2

you are not covered. If you are not easily identified as being a member of GTN,

you are not covered. There is a section in your online portal where you will find

logo options and minimum branding requirements. Sub-agents are NOT covered

under GTN’s policy. If you have sub-agents, make sure you have your own agency

policy that covers them, or that they get their own E&O policy. You may not sell

travel without an E&O policy.

You must invoice all travel bookings in ClientBase within seventy-two (72) hours

of deposit with complete client information and booking details. A $25 fee will be

assessed for late entries. Commissions will not be paid on any booking that is not

entered into ClientBase. Please create client profiles in ClientBase as soon as you

start working with a client so that we may identify that client with you when

confirmations and other documents come in. If we cannot match up

commissions to your bookings because the booking hasn’t been invoiced, or the

client information is missing, or you have not otherwise claimed the commission

within 12 months, the commission will be forfeited.

Within seventy-two (72) hours after submitting a booking, you must provide the

client with written documentation of all pertinent reservation information, i.e.,

sailing date, ship, deposit received, balance due and date, document

requirements, insurance information, client names, etc. An invoice must be

generated through ClientBase for accounting purposes, but you may use another

format to provide the invoice to the client. The invoices in ClientBase contain

consumer disclosures/disclaimers that are designed to protect you; if you use a

different format for presenting invoices to clients, you must still issue the invoice

through ClientBase first, and it is your responsibility to ensure that your invoices

have all the appropriate disclosures.

You may charge service fees directly, provided it is allowed by seller of travel

laws.

You are entitled to charge a service fee or planning fee for your expertise and

time involved in developing and booking a client’s itinerary. In fact, we encourage

you to charge a service fee and we have provided a suggested script in your

Membership Portal. You can use your own merchant account for that purpose. If

3

you are based in the state of California or are working with a client who resides in

California, California law prohibits you from charging directly for service fees

unless you have your own Seller of Travel license, but you may do so through

GTN. If you are based in the state of Florida or are working with a client who

resides in Florida, Florida law prohibits you from charging fees. It is your

responsibility to ensure that you are conducting your business in compliance with

seller of travel laws.

Other than the service fee referred to above, you may not accept any payments

directly from your clients, including but not limited to credit card payments, cash

payments or checks for any bookings whether or not priced on a gross or net rate

basis. With GTN’s prior consent, you may arrange for payment to be made

payable to us or be processed through GTN’s merchant account, and request that

we make travel vendor payments, in which case processing fees may apply.

To clarify, all payments and deposits must be made directly to the

vendor/supplier or to GTN. You may facilitate that process by calling in credit

card information, or inputting your client’s credit card information through the

vendor/suppliers booking engine. You should not accept any form of payment

other than credit/debit cards. If an exception must be made, please check with us

first. No checks, money orders or cashier’s checks should be made payable to

GTN without our prior consent. You must never accept cash. You may not charge

net prices using our IATA number without our consent. For groups or customized

FITs, you may arrange for GTN to take payment for the gross trip charge when net

rates are the only option or so that the client sees an aggregate trip cost rather

than multiple supplier charges on their credit card. GTN will in turn pay the

suppliers out of the client funds collected. A processing fee applies, so be sure to

mark up your booking appropriately.

You are prohibited from booking net rates using GTN’s IATA, ARC or CLIA numbers

without Company’s express consent.

It is your responsibility to always obtain credit card authorizations from your

clients and to comply with Payment Card Industry (“PCI”) data security standards

in doing so.

4

ClientBase is PCI compliant and you may store credit card information in your

client profiles in ClientBase. You should not transmit credit card numbers via

email or store unencrypted credit card numbers on your computer or in paper

files in your office. It is your responsibility to ensure that your business practices

are PCI compliant.

You must provide GTN written notification requesting permission in advance of

providing access to any of GTN’s travel products and/or services to a third party,

namely, any employee, independent contractor, sub-agent, and/or other

associate and to ensure that third party has in turn agreed to compliance with all

relevant GTN policies and the terms of Independent Contractor Agreement.

You should always ensure that clients know that travel insurance is available to

them and ask you clients to sign a waiver if they decline insurance. Importantly,

there are rules regarding what you can and can’t say when speaking with a

customer in a state where you do not hold the appropriate insurance producer

license, but such a license to sell, solicit, or negotiate insurance is required. In

most states, there are limited activities related to insurance that may be

performed without triggering a licensing requirement. Our preferred travel

insurance providers are Allianz and Travel Insured. Both offer training explaining

what you can and cannot say and you should complete the training before

offering insurance policies.

I have read and agree to abide by GTN’s Operating Policies.

Signature: _______________________________________

Print Name: __________________________________________

Date: ______________________________________

Form W-9(Rev. November 2017)Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

▶ Go to www.irs.gov/FormW9 for instructions and the latest information.

Give Form to the requester. Do not send to the IRS.

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1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.

Individual/sole proprietor or single-member LLC

C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶

Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.

Other (see instructions) ▶

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)

(Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.) See instructions.

6 City, state, and ZIP code

Requester’s name and address (optional)

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

Social security number

– –

orEmployer identification number

–

Part II CertificationUnder penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue

Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign Here

Signature of U.S. person ▶ Date ▶

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of FormAn individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)• Form 1099-S (proceeds from real estate transactions)• Form 1099-K (merchant card and third party network transactions)• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)• Form 1099-C (canceled debt)• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

Cat. No. 10231X Form W-9 (Rev. 11-2017)

Form W-9 (Rev. 11-2017) Page 2

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.3. The article number (or location) in the tax treaty that contains the

saving clause and its exceptions.4. The type and amount of income that qualifies for the exemption

from tax.5. Sufficient facts to justify the exemption from tax under the terms of

the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup WithholdingWhat is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your InformationYou must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

PenaltiesFailure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.


Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific InstructionsLine 1You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

IF the entity/person on line 1 is a(n) . . .

THEN check the box for . . .

• Corporation Corporation

• Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.

Individual/sole proprietor or single-member LLC

• LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.

Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)

• Partnership Partnership

• Trust/estate Trust/estate

Line 4, ExemptionsIf you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947


The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . . THEN the payment is exempt for . . .

Interest and dividend payments All exempt payees except for 7

Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.

Barter exchange transactions and patronage dividends

Exempt payees 1 through 4

Payments over $600 required to be reported and direct sales over $5,0001

Generally, exempt payees 1 through 52

Payments made in settlement of payment card or third party network transactions

Exempt payees 1 through 4

1 See Form 1099-MISC, Miscellaneous Income, and its instructions.2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup

withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. CertificationTo establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.


1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the RequesterFor this type of account: Give name and SSN of:

1. Individual The individual

2. Two or more individuals (joint account) other than an account maintained by an FFI

The actual owner of the account or, if combined funds, the first individual on

the account1

3. Two or more U.S. persons (joint account maintained by an FFI)

Each holder of the account

4. Custodial account of a minor (Uniform Gift to Minors Act)

The minor²

5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law

The grantor-trustee1

The actual owner1

6. Sole proprietorship or disregarded entity owned by an individual

The owner³

7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))

The grantor*

For this type of account: Give name and EIN of:8. Disregarded entity not owned by an

individualThe owner

9. A valid trust, estate, or pension trust Legal entity4

10. Corporation or LLC electing corporate status on Form 8832 or Form 2553

The corporation

11. Association, club, religious, charitable, educational, or other tax-exempt organization

The organization

12. Partnership or multi-member LLC The partnership

13. A broker or registered nominee The broker or nominee

For this type of account: Give name and EIN of:14. Account with the Department of

Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

The public entity

15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))

The trust

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.2 Circle the minor’s name and furnish the minor’s SSN.3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.

*Note: The grantor also must provide a Form W-9 to trustee of trust.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity TheftIdentity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.


The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at [email protected] or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act NoticeSection 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

AUTHORIZATION FOR DIRECT PAYMENT Direct Payment via ACH is the transfer of funds to or from a consumer account for the purpose of making or receiving a payment. I (we) authorize Gifted Travel Network, Inc. (“COMPANY”) to electronically credit my (our) account (and, if necessary, electronically debit my (our) account to correct erroneous credits) as follows: Please select one:

___ Personal Savings Account ___ Personal Checking Account ___ Business Checking Account ___ Business Savings Account at the depository financial institution named below (“DEPOSITORY”). I (we) agree that ACH transactions I (we) authorize comply with all applicable law. Depository Name (Bank Name) ____________________________________________ Name on Account _______________________________________________________ Billing Address on Account _______________________________________________ Routing Number ________________ Account Number __________________________ Amount of credit(s) will vary month-to-month and will be based on commissions payable at “report date” as determined by separately executed Independent Contractor contract with Gifted Travel Network. Date(s) and/or frequency of credits (s): Monthly between the 1st and the 10th of each calendar month. I (we) understand that this authorization will remain in full force and effect until I (we) notify COMPANY in writing to PO Box 1214 Huntersville, NC 28070 that I (we) wish to revoke this authorization. I (we) understand that COMPANY requires at least 3 weeks prior notice in order to cancel this authorization. Name(s) ________________________________________________________________ (Please Print) Date ____________ Signature(s) ___________________________________________

DISCLOSURE AND AUTHORIZATION FOR CONSUMER AND/OR INVESTIGATIVE CONSUMER REPORT

Company Name: ________________________________________________ In connection with your application and/or employment with above listed Company (hereinafter “the Company”) this notice is provided to inform you that a “consumer report” and/or “investigative consumer report,” as defined by the Fair Credit Reporting Act (15 U.S.C. § 1681), may be obtained from a consumer reporting agency for employment purposes. These reports may include information about your character, general reputation, personal characteristics and mode of living, whichever are applicable. The report may also contain information about you relating to criminal history, credit history, motor vehicle records such as driving records, workers’ compensation claims (post job offer or conditional job offer), verification of education or employment history, social media or other background checks. They may involve personal interviews with sources such as your neighbors, friends or associates. You have the right, upon written request made within a reasonable time after receipt of this notice, to request disclosure of the nature and scope of any investigative consumer report to the Company and National Crime Search, Inc., 3452 E. Joyce Blvd., Fayetteville, AR 72703 – 888-527-3282. For information about National Crime Search, Inc.’s privacy practices see www.nationalcrimesearch.com. The scope of this notice and authorization is not limited to the present and, if you are hired, will continue and allow the Company to conduct future background screenings for retention, promotion or reassignment, unless revoked by you in writing. The Company also reserves the right to share your report with any third-party for whom you will be placed to work with as a representative of the Company.

Acknowledgement and Authorization

You hereby authorize the obtaining of a consumer report and/or investigative consumer report at any time after receipt of this authorization by the Company, and if you are hired, throughout your employment, as permitted by law. You also confirm your understanding and provide consent for this report to be shared with a third-party for whom you may be placed to work as a representative of the Company, if applicable.

__________________________________________________ _______________________________________ Signature Today’s Date __________________________________________________ _______________________________________ Full Legal Name (please print) Other or Former Names (please print) __________________________________________________ _______________________________________ Address City/State ________________________ _______________________ _______________________________________ County Zip Date of Birth** SSN _________________________________________________ _______________________________________ Name on Driver’s License (if different from legal name) Driver’s License # State issued ______________________________________________________ __________________________________________ Contact Phone Number E-mail address

**This information will be used for background screening purposes only and no other purpose.

[Page 1 of 1]

Jen

Typewritten Text

Gifted Travel Network, Inc.

State Disclosures Minnesota & Oklahoma applicants or employees only: Under state law you have a right to receive a copy of your consumer report, free of charge, if one is requested by Company. By checking “yes”, a copy will be provided to you at the address you provide on this notice. I would like to receive a copy of my consumer report: ( ) Yes ( ) No New York applicants or employees only: Under state law you have the right to inspect and receive a copy of any investigative consumer report requested by Company by contacting National Crime Search, Inc. directly. You also acknowledge receipt of a copy of Article 23-A of the New York Correction Law by signing the Disclosure and Authorization. Washington State applicants or employees only: Under state law you have a right to request a copy of the Washington Fair Credit Reporting Act’s disclosures to consumers (RCW 19.182.070) by contacting National Crime Search, Inc. directly. Massachusetts/New Jersey: If you submit a request to National Crime Search, Inc. in writing, you have the right to know whether the Company ordered an investigative consumer report from National Crime Search, Inc. You may inspect and order a free copy of the report by contacting National Crime Search, Inc. directly. California, Maine applicants or employees only: Under state law you have a right to receive a copy of your investigative consumer report and/or consumer credit report, free of charge, if one is requested by Company. By checking “yes” a copy will be provided to you at the address you provide on this Notice. I would like to receive a copy of my consumer report: ( ) Yes ( ) No California applicants or employees only: You acknowledge receipt of a copy of the summary of the provisions of California Civil Code section 1786.22 by signing the Disclosure and Authorization form.

CALIFORNIA RESIDENTS California Residents – this summary of the provisions of California Civil Code section 1786.22 is being provided to you pursuant to state law. Your employer intends to obtain information about you from an investigative consumer reporting agency, as defined under California law, for employment purposes. Under California law you are entitled to visually inspect all files maintained about you by an investigative consumer reporting agency (ICRA), such as National Crime Search, Inc., upon request and presentation of proper identification during normal business hours and on reasonable notice as follows:

• In person. You may request a copy of your file. The ICRA may charge you for the actual copying costs associated with providing you with a copy of your file.

• By telephone. A summary of all information contained in the ICRA’s file about you will be provided to you via telephone, if you have made a written request for telephone disclosure, and the toll charge, if any, for the telephone call is prepaid by or charged directly to you.

• By certified mail. You may make a written request for copies to be sent to a specified addressee. ICRA’s complying with requests for certified mailings shall not be liable for disclosures to third parties caused by mishandling of mail after such mailings leave the ICRA.

“Proper Identification” includes documents such as a valid driver’s license, social security account number, military identification card, and credit cards. If an ICRA is unable to reasonably identify you on the basis of these documents, they may require additional information concerning your employment and personal or family history in order to verify your identity. The ICRA will provide trained personnel to explain any information furnished to you and will provide a written explanation of any coded information contained in files maintained on you. This written explanation will be provided whenever a file is provided to you for visual inspection. You may be accompanied by one other person of your choosing, who must furnish reasonable identification. An ICRA may require you to furnish a written statement granting permission to the ICRA to discuss your file in such person’s presence.

Para informacion en español, visite www.consumerfinance.gov/learnmore o escribe al Consumer Financial Protection Bureau, 1700 G Street N.W., Washington, DC 20552.

A Summary of Your Rights Under the Fair Credit Reporting Act

The federal Fair Credit Reporting Act (FCRA) promotes the accuracy, fairness, and privacy of information in the files of consumer reporting agencies. There are many types of consumer reporting agencies, including credit bureaus and specialty agencies (such as agencies that sell information about check writing histories, medical records, and rental history records). Here is a summary of your major rights under the FCRA. For more information, including information about additional rights, go to www.consumerfinance.gov/learnmore or write to: Consumer Financial Protection Bureau, 1700 G Street N.W., Washington, DC 20552.

• You must be told if information in your file has been used against you. Anyone who uses a credit report or another type of consumer report to deny your application for credit, insurance, or employment – or to take another adverse action against you – must tell you, and must give you the name, address, and phone number of the agency that provided the information.

• You have the right to know what is in your file. You may request and obtain all the information about you in the files of a consumer reporting agency (your “file disclosure”). You will be required to provide proper identification, which may include your Social Security number. In many cases, the disclosure will be free. You are entitled to a free file disclosure if: • a person has taken adverse action against you because of information in your credit

report; • you are the victim of identity theft and place a fraud alert in your file; • your file contains inaccurate information as a result of fraud; • you are on public assistance; • you are unemployed but expect to apply for employment within 60 days.

In addition, all consumers are entitled to one free disclosure every 12 months upon request from each nationwide credit bureau and from nationwide specialty consumer reporting agencies. See www.consumerfinance.gov/learnmore for additional information.

• You have the right to ask for a credit score. Credit scores are numerical summaries of your credit-worthiness based on information from credit bureaus. You may request a credit score from consumer reporting agencies that create scores or distribute scores used in residential real property loans, but you will have to pay for it. In some mortgage transactions, you will receive credit score information for free from the mortgage lender.

• You have the right to dispute incomplete or inaccurate information. If you identify information in your file that is incomplete or inaccurate, and report it to the consumer reporting agency, the agency must investigate unless your dispute is frivolous. See www.consumerfinance.gov/learnmore for an explanation of dispute procedures.

• Consumer reporting agencies must correct or delete inaccurate, incomplete, or unverifiable information. Inaccurate, incomplete or unverifiable information must be removed or corrected, usually within 30 days. However, a consumer reporting agency may continue to report information it has verified as accurate.

• Consumer reporting agencies may not report outdated negative information. In most cases, a consumer reporting agency may not report negative information that is more than seven years old, or bankruptcies that are more than 10 years old.

• Access to your file is limited. A consumer reporting agency may provide information about you only to people with a valid need -- usually to consider an application with a creditor, insurer, employer, landlord, or other business. The FCRA specifies those with a valid need for access.

• You must give your consent for reports to be provided to employers. A consumer reporting agency may not give out information about you to your employer, or a potential employer, without your written consent given to the employer. Written consent generally is not required in the trucking industry. For more information, go to www.consumerfinance.gov/learnmore.

• You may limit “prescreened” offers of credit and insurance you get based on information in your credit report. Unsolicited “prescreened” offers for credit and insurance must include a toll-free phone number you can call if you choose to remove your name and address from the lists these offers are based on. You may opt out with the nationwide credit bureaus at 1-888-5-OPTOUT (1-888-567-8688).

• You may seek damages from violators. If a consumer reporting agency, or, in some cases, a user of consumer reports or a furnisher of information to a consumer reporting agency violates the FCRA, you may be able to sue in state or federal court.

• Identity theft victims and active duty military personnel have additional rights. For more information, visit www.consumerfinance.gov/learnmore.

States may enforce the FCRA, and many states have their own consumer reporting laws. In some cases, you may have more rights under state law. For more information, contact your state or local consumer protection agency or your state Attorney General. For information about your federal rights, contact:

TYPE OF BUSINESS: CONTACT: 1.a. Banks, savings associations, and credit unions with total assets of over $10 billion and their affiliates

b. Such affiliates that are not banks, savings associations, or credit unions also should list, in addition to the CFPB:

a. Consumer Financial Protection Bureau 1700 G. Street N.W. Washington, DC 20552

b. Federal Trade Commission: Consumer Response Center – FCRA Washington DC 20580 (877) 382-4357

2. To the extent not included in item 1 above:

a. National banks, federal savings associations, and federal branches and federal agencies of foreign banks

b. State member banks, branches and agencies of foreign banks (other than federal branches, federal agencies, and Insured State Branches of Foreign Banks), commercial lending companies owned or controlled by foreign banks, and organizations operating under section 25 or 25A of the Federal Reserve Act

c. Nonmember Insured Banks, Insured State Branches of Foreign Banks, and insured state savings associations

d. Federal Credit Unions

a. Office of the Comptroller of the Currency Customer Assistance Group,1301 McKinney Street, Suite 3450 Houston, TX 77010-9050

b . Federa l Reserve Consumer Help Center P .O. Box. 1200 Minneapol is , MN 55480

c. FDIC Consumer Response Center 1100 Walnut Street, Box #11 Kansas City, MO 64106

d. National Credit Union Administration Office of Consumer Protection (OCP) Division of Consumer Compliance and Outreach (DCCO) 1775 Duke Street, Alexandria, VA 22314

3. Air carriers Asst. General Counsel for Aviation Enforcement & Proceedings Aviation Consumer Protection Division Department of Transportation 1200 New Jersey Avenue, S.E. Washington, DC 20423

4. Creditors Subject to the Surface Transportation Board

Office of Proceedings, Surface Transportation Board Department of Transportation 395 E Street, S.W., Washington, DC 20423

5. Creditors Subject to the Packers and Stockyards Act, 1921

Nearest Packers and Stockyards Administration area supervisor

6. Small Business Investment Companies Associate Deputy Administrator for Capital Access United States Small Business Administration 409 Third Street, S.W., 8th Floor Washington, DC 20549

7. Brokers and Dealers

Securities and Exchange Commission 100 F Street, N.E., Washington, DC 20549

8. Federal Land Banks, Federal Lank Bank Associations, Federal Intermediate Credit Banks, and Production Credit Associations

Farm Credit Administration 1501 Farm Credit Drive McLean, VA 22102-5090

9. Retailers, Finance Companies, and All Other Creditors Not Listed Above

FTC Regional Office for region in which the creditor operates or Federal Trade Commission: Consumer Response Center – FCRA Washington, DC 20580 (877) 382-4357

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