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AFFILIATE AGREEMENT BETWEEN:

EUROQUEST LLC, Located at PO BOX 5209, Hoboken, NJ 07030, USA and,

___________________, located at ____________________________________________

This constitutes the terms of our Agreement whereby, you ("Affiliate") will market travel products ("Products") supplied by EUROQUEST LLC through its TourPackagers.com Internet web sites in return for a Fee (as defined below).

1.         Affiliate will market the Products to its customers by establishing links from Affiliate's website to EUROQUEST LLC's TourPackagers’ website and is authorized by EUROQUEST LLC to promote the Products, subject to the terms and conditions of this Agreement.

2.         Affiliate's customers shall receive the same benefits and same level of service as any other EUROQUEST LLC customer.

3.         The initial term of this Agreement shall be one (1) year (the "Initial Term") from the date this Agreement is accepted by EUROQUEST LLC (the "Anniversary Date").  This Agreement will automatically renew on the Anniversary Date for successive periods of one (1) year unless terminated by either Affiliate or EUROQUEST LLC with thirty (30) calendar days prior written notice (each, a "Renewal Term"), (the Initial Term and each Renewal Term, collectively, the "Term").

4.         EUROQUEST LLC grants to Affiliate a non-exclusive, non-transferable worldwide right and license: (i) to access EUROQUEST LLC's TourPackagers’ website through hypertext markup language ("HTML") links; and (ii) to use the EUROQUEST LLC logos, trade names, trade marks and similar identifying material (collectively, the "Licensed Materials") that EUROQUEST LLC provides to Affiliate solely in connection with such HTML links.  Affiliate may not alter, modify or change the Licensed Materials in any way and is only entitled to use the Licensed Materials during the Term of this Agreement.  This license will terminate immediately upon termination of this Agreement.  EUROQUEST LLC may revoke the license at any time by giving Affiliate thirty (30) calendar days prior written notice.

5.         Affiliate grants to EUROQUEST LLC a non-exclusive, non-transferable worldwide right and license to utilize Affiliate's name, title, trade mark, logo and similar identifying material in advertising, marketing, promoting, and public relations activities undertaken by EUROQUEST LLC.  EUROQUEST LLC is under no obligation to advertise, market, promote, or publicize Affiliate.  This license will terminate immediately upon termination of this Agreement.

6.         EUROQUEST LLC shall make available to Affiliate HTML links which Affiliate shall display on Affiliate's website and which shall link Affiliate's website to EUROQUEST LLC's TourPackagers’ website.  By utilizing these HTML links, Affiliate's customers shall be able to purchase the Products from EUROQUEST LLC's TourPackagers’ website.

7.         EUROQUEST LLC shall provide Affiliate with a uniform resource locator ("URL") through which Affiliate will be able to track the Product purchases of Affiliate's customers.

8.         EUROQUEST LLC retains the right to monitor Affiliate's website to ensure that the HTML links to EUROQUEST LLC's TourPackagers’ website are appropriate.  In the event EUROQUEST LLC, in its sole discretion, determines that the HTML links from Affiliate's website to EUROQUEST LLC's website are inappropriate, then EUROQUEST LLC may either notify Affiliate of any changes to be made or alternatively may terminate this Agreement upon thirty (30) calendar days prior written notice to Affiliate.  In the event EUROQUEST LLC notifies Affiliate of changes to be made to the HTML links and such changes are not made within seven (7) calendar days, EUROQUEST LLC may immediately terminate this Agreement upon written notice to Affiliate.

9.         Affiliate may not in any manner misrepresent or embellish the relationship between Affiliate and EUROQUEST LLC, nor may Affiliate express or imply any relationship or affiliation between EUROQUEST LLC and Affiliate or any other person or entity except as expressly permitted by this Agreement.

10.       Affiliate's domain name shall not contain the word "EUROQUEST LLC or “TourPackagers" and Affiliate will not purchase any domain name or other right or otherwise contract with a third party to exploit the EUROQUEST LLC name for the purpose of having Affiliate website appear as a search result or for any other reason.  Violation of this provision by Affiliate will result in the immediate termination of this Agreement by EUROQUEST LLC.

11.       Upon termination of this Agreement for any reason Affiliate agrees to immediately remove all HTML links from Affiliate's website to EUROQUEST LLC's TourPackagers’website.

12.       Affiliate shall offer the Products at EUROQUEST LLC's recommended retail prices.  All booking requests from Affiliate's customers are subject to acceptance by EUROQUEST LLC in accordance with the Product terms and conditions, as in effect from time to time.

13.       Subject to paragraph 14, EUROQUEST LLC shall pay Affiliate a direct referral fee (the "Fee") of the EUROQUEST LLC recommended retail price of each direct Product purchase availed (net of all cancellations and partial or full refunds) by Affiliate's customers.  The “Fee” is based on the Commission structure table available online at www.tourpackagers.com/affiliateaccount.aspx, , under the affiliate’s personal login and selecting a “Run Commission Report”.

14.       EUROQUEST LLC, in its sole discretion, may enter into an incentive agreement with Affiliate with respect to any additional fees to be paid pursuant to this Agreement.

15.       Fees shall be paid for each calendar month in the month subsequent to the calendar month in which each Product purchase is availed.  In the event Fees due are less than one hundred United States dollars (US$100.00) then payment will be withheld until such time as the total Fees due are equal to or greater than one hundred United States dollars (US$100.00) in a calendar month.  If this Agreement is terminated EUROQUEST LLC shall pay Affiliate any Fees due in accordance with the payment schedule set forth in this paragraph.  In the event Fees due following termination are less than one hundred United States dollars (US$100.00) then payment will be made for such lesser amount.

16.       If Affiliate customer cancels, disputes or rejects a Product purchased and/or availed, and EUROQUEST LLC has already paid Affiliate a Fee based on the Product being purchased and/or availed, EUROQUEST LLC will deduct the amount of the disputed Fee from the next payment to Affiliate.  In the event there are no subsequent Fees due to Affiliate, EUROQUEST LLC will send Affiliate an invoice for the amount of the disputed Fee, and Affiliate agrees to pay the invoiced amount no later than thirty (30) calendar days from the date of invoice.

17.       EUROQUEST LLC provides no guarantee, warranty or representation as to the amount of Fees that may be generated by Affiliate pursuant to this Agreement.

18.       Affiliate will indemnify and hold EUROQUEST LLC harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents of Affiliate's website, excluding the HTML links from Affiliate's website to EUROQUEST LLC's TourPackagers’ website and payments to EUROQUEST LLC from Affiliate's customers.

19.       EUROQUEST LLC will indemnify and hold Affiliate harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents of EUROQUEST LLC's TourPackagers’ website.

20.       Subject to paragraph 14, EUROQUEST LLC, in its sole discretion, may modify any of the terms and conditions contained in this Agreement, at any time, provided the notice provisions in this paragraph are not modified, by notifying each Affiliate at its nominated email address and posting a change notice on EUROQUEST LLC's TourPackagers’ website or posting a new agreement on EUROQUEST LLC's TourPackagers’ website.  Should any modification be unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement.  Affiliate's continued referral of its customers thirty (30) calendar days after EUROQUEST LLC notifies Affiliate by email, posts a change notice or posts a new agreement will constitute binding acceptance of the new agreement and its terms by Affiliate.

21.       EUROQUEST LLC will not be liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this Agreement, even if EUROQUEST LLC has been advised of the possibility of such damages.  Further, aggregate liability arising with respect to this Agreement will not exceed the total Fees paid or payable to Affiliate pursuant to this Agreement.

22.       EUROQUEST LLC makes no express or implied warranties or representations with respect to the Products offered (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage).  In addition, EUROQUEST LLC makes no representation that the operation of its website will be uninterrupted or error-free and EUROQUEST LLC will not be liable for the consequences of any interruptions or errors.

23.       Affiliate understands that EUROQUEST LLC reserves the right to solicit customers on terms that may differ from those contained in this Agreement or operate websites that encourage direct consumer business.  EUROQUEST LLC will not sell Affiliate customer lists to any third party.

24.       Affiliate has independently evaluated the desirability of referring customers to EUROQUEST LLC's website and is not relying on any guarantee, warranty or representation other than as set forth in this Agreement.

25.       Affiliate may not assign this Agreement without the prior written consent of EUROQUEST LLC.  EUROQUEST LLC may assign this Agreement at its election.

26.       EUROQUEST LLC's failure to enforce Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of any right to subsequently enforce such provision or any other provision of this Agreement.

27.       This agreement is made and entered into in New Jersey, New York and New Jersey, New York laws apply.  EUROQUEST LLC and Affiliate are independent contractors and nothing in this Agreement shall be construed as a partnership or joint venture.  This is merely an agreement to refer customers to the Products in consideration for a Fee.  Any legal proceedings shall be conducted in the state of New Jersey or New York.  This is the entire agreement between the parties.

28.       Affiliate acknowledges that Affiliate has read this Agreement and agrees to its terms and conditions.

 Company/Affiliate’s name:

Officer’s name:

Signature:

Date: