THIS terms & condition will apply between Paras Holidays Pvt Ltd having its registered office at 321-322 Gold Plaza Building, Gurudwara  Road, Karol Bagh, New Delhi – 110005 (INDIA) (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) hereinafter referred to as “FIRST PARTY” and the agent hereinafter referred to as “SECOND PARTY”

       WHEREAS the first party is a private travel first party is in the business of selling travel products such as air tickets, hotel rooms, car rentals etc online and second party is the travel agent /contractor/ freelancer which will procure the business for the first party and agreed to work as such according to the terms of this agreement for the term specified and as per the payment provisions set forth therein as

  1. That the second party will maintain a proper office with all the electronic gadgets required to do the work and second party will keep and maintain the full and complete account of the sale of the first party's products, area and region wise and submit monthly reports of sale, and any other information as may be required by the first party from time to time.

2. That the second party will protect the patents and trade marks of the first party's products used by them in all possible manner at their own costs and will take legal action against any party, who un authorisedly uses the patents and trade marks of the first party's products.

3. That the second party will not assign interests, rights and obligations arising out of these presents to any third party.

4. That the second party will solicits in selling the travel product of the first party to the genuine customers, at the prices mentioned in the price list, which will be exclusively decided by the first party only.

5. The First Party appoints the second party for the sale/ promoting of the travel schemes/ program designed by it in and the Second party agrees to act as such sole selling agent on the terms and conditions contained herein.

6. The appointment will be for a period of one years commencing from the date of this agreement. However, it may be extended for further periods not exceeding one year on each occasion.

7. The second party shall canvass for, secure orders and push the travel schemes/ program of the first party to the best of its ability and experience.

8. The second party may advertise the first party products at its own cost and expenses by advertisements in newspapers, journals, magazines, cinema slides or by any other means by taking prior approval from first party. However, the first party will advertise at its own costs at its discretion whether in newspapers, journals, Television and cinema slides or by any other means.

9. The second party shall employ peoples at its own cost and expenses for canvassing the first party products amongst the masses. The second party shall also employ staff at its own cost and expenses for doing the business of Privileged Sales agent.

10. The second party will be entitled to appoint sub agents for any particular area in the country and on such terms and conditions as the second party may think fit. However, the First party shall not be liable for any dealing between the second party and its sub agents.

11. The second party shall not make any representation on behalf of the first party except in conformity with the instructions issued by the first party.

12. The second party will be responsible to pay the cost of land arrangement abroad from the proceed of foreign exchange drawn by its clients from an authorized dealer as per rules laid down by Govt. of India.

13. The First party shall at its sole discretion be entitled to terminate this Agreement forthwith without notice if: 
     (a) The second party if commit breach of any of the terms and conditions of this Agreement or any statute having bearing on this Agreement. 
    (b) The second party if, is dissolved or is adjudged an insolvent or a compromise is entered by it with its creditors or distress or execution or other process is levied upon or receiver is appointed for any part of the assets or property of the second party and
   (c) For any reason the second party becomes disentitled in law to perform its part of this Agreement.

14. The second party shall book passengers of the first party's products on the mutually agreed terms and conditions. The terms and conditions shall be subject to change by circulars or instructions by the first party from time to time and the second party will be bound to follow the instructions issued by the first party from time to time.

15. The first party shall pay a commission to the second party on bookings received through the second party, which have been executed by the first party. The first party shall make payment of the commission to the second party after deducting TDS what soever.

16. The agency may be terminated by the first party, at any time during the agency period of one years, after giving one month's notice thereof, in case the second party fails to comply with the instructions issued by it or if it omits to comply with its obligation imposed upon it under this agreement or if the second party fails to obtain or procure orders for the minimum guaranteed amount or if the first party feels that the second party is guilty of any conduct, which is prejudicial to the interest of the first party and in this matter the decision of the first party will be final. The second party may also terminate this agreement at any time during the agency period, after giving one month's notice thereof, if the first party fails to execute the orders booked by the second party or if the first party without just cause withholds the payment of the commission due to the second party under the agreement for a period of three months.

17. The second party shall be responsible to make the payment of the services rendered by the first party on the bookings received by the second party, if the constituent to whom services were supplied by the first party refuses to pay for the same the second party shall be liable as the surety for the payment of passengers booked by it.

18. The Second party agrees to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any unpublished information relating to the Emerson technology, or other know-how business plans or finances or any such information relating to a subsidiary, supplier, customer or client of the first party where the information was received during the period of this order/contract and upon termination of this contract for whatever reason second party shall deliver up to the first party all working papers, computer disks and tapes or other material and copies provided to or prepared by them pursuant either to this contract or to any previous obligation owed to the client. Any confidential information including, but not limited to information pertaining to products, services, clients, competition, methodologies etc., made available to second party during the course of this association will not be disclosed to any third party without the written consent of the first party. The second party shall hold all information, data, material, instructions, Communications, the terms and conditions of business as strictly confidential, whether received in oral form or in written form from the first party. The breach of this clause shall be construed as a material breach and the first party may terminate this Agreement forthwith in case of breach on the part of the second party. .

19. That all disputes and differences of any kind whatever in connection with this agreement shall be referred to arbitration and final decision of an arbitrator to be agreed upon and appointed by both the parties, in case of disagreement as to the appointment of a single arbitrator, to the appointment of two arbitrators, one to be appointed by each party which arbitrators shall before taking upon themselves the burden of reference, appoint a third arbitrator who shall act as Presiding Arbitrator. During the arbitration proceedings, the parties may mutually settle, compromise or compound their dispute or difference, the reference to arbitration and the appointment of the arbitrator or arbitrators as the case may be, shall be deemed to have been revoked and the arbitration proceedings shall stand withdrawn or terminated, with effect from the date on which the parties file a joint Memorandum of Settlement thereof, with the arbitrator or arbitrators, as the case may be. Upon every or any such reference, the cost of incidental to the reference and award respectively shall be in the discretion of the arbitrator or arbitrators, as the case may be, who may determine the amount thereof, or direct the same, to be taxed as between the parties and shall direct by whom and to whom and in what manner, the same shall be borne and paid. This submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration and Conciliation Act, 1996 or any statutory modification thereof. The award of the arbitrator or the arbitrators, as the case may be, shall be final and binding on the parties. The parties hereby also agree that arbitration under this clause shall be a condition precedent to any right of action under the agreement. The venue of the arbitration proceeding shall be in New Delhi.

20. At the termination of this agreement whether by efflux of time or otherwise, the first party shall not be liable to pay any commission to the second party for the orders received after the expiry of agency period.

21. This agreement shall be executed in duplicate. The first party shall retain the original and the second party the duplicate. Each party shall bear the stamp duty payable in respect of its copy.

22. Neither party shall be deemed to be in breach of this Agreement or liable for any delays in performing or failure to perform any of its obligations under this Agreement if the delay or failure was due to a Force Majeure event. If a Force Majeure event occurs, the date(s) for performance of the obligations affected will be postponed for as long as is made necessary by the continuation of such circumstance or event.

23. Nothing in this Agreement creates or is intended to create any employer-employee, agency, partnership or joint venture relationship between the Parties. Neither party has any authority to bind the other party, and neither party shall hold itself out as the agent or principal of the other party.

24. Both parties agree not to employ or offer employment to any person directly or indirectly (including, but not limited to, employment as a consultant or contractor) who is or has been an employee of the other party either during his employment with that party or within six months of his having discontinued such employment. This clause shall survive for a period of 1 year after the termination of this Agreement.

25. Nothing contained in this Agreement will be construed as creating a joint venture, partnership, or employment relationship between the parties hereto, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.

26. Unless otherwise agreed upon, the respective addresses for communication in respect of any matter elating to this agreement shall be as under: