This AGREEMENT is made and entered in to at SURAT, Gujarat, India on this 17th Feb

2019 in between;
BETWEEN: HAPPY HOLIDAYS
Address
AND: INVENTURE TRAVEL AND HOSPITALITY LLP (BHUTAN VENTURE)
Address
Effective from 01st July 2019.
Whereas
1. Brand Name is BHUTAN VENTURE which is used by INVENTURE TRAVEL AND
HOSPITALITY LLP
2. First Party is INVENTURE TRAVEL AND HOSPITALITY LLP has a brand name of
BHUTAN VENTURE and any of this means the company and its owners.
3. Second Party is HAPPY HOLIDAYS means the company and its owners.
4. BOTH PARTIES means HAPPY HOLIDAYS & INVENTURE TRAVEL AND HOSPITALITY LLP
(BHUTAN VENTURE)
5. BHUTAN means Country BHUTAN
6. GUJARAT means GUJARAT state of INDIA.

NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN BOTH THE PARTIES HERETO AS
FOLLOWS,

1. DEFINATIONS
a. Territory means define geographical area for business, which is a territory
of GUJARAT STATE � INDIA as here.
b. Destination means the place/s which end user will be visiting.

c. Brand Name means TRADE NAME which is a name used to promote the business by
both or either of partie/s.

d. Product means any Service/s or predesigned tour/s or tailor maid tour/s

designed as per request offered by Bhutan venture.
e. Published rate means

f. Offered Price means any published rate published or given by BHUTAN VENTURE
(AGENTS) for both B2B and B2C as the case may be. Published rate is inclusive of
commission to be paid to its agents.

g. B2B means - Business-to-business (B2B) refers to commerce between two

businesses rather than to commerce between a business and an individual end user.
h. B2C means - Business-to-consumer (B2C) refers to commerce between a business
and an end user.
i. A Destination Management Company (DMC) is a professional services company
with local knowledge, expertise and resources, working in the design and
implementation of events, activities, tours, transportation and program logistics.

2. DISCRIPTION
******

3. OBJECTIVE
a. A destination Management Company under the brand name of BHUTAN VENTURE is
interested to appoint HAPPY HOLIDAYS as a MASTER FRANCHISE / Exclusive Sales Agent
to promote, market and sell their product/s & service/s to customers in the
territory for next 10 years from the date of Agreement.
b. Happy Holidays is interested to develop a market for BHUTAN VENTURE�s
Product/s in the territory and receiving commission in return.
c. It is understood that the marketing & brand building efforts and activities
undertaken by HAPPY HOLIDAYS will lead to market presence and brand awareness of
BHUTAN VENTURE in the territory directly or indirectly (carve a niche in the market
on a snow ball effect).

4. APPOINTMENT
a. BHUTAN VENTURE hereby appoints HAPPY HOLIDAYS as an EXCLUSIVE SALES AGENT in
the defined territory of GUJARAT to market and sale all its products.

5. TERM OF AGREEMENT
a. The initial term of this agreement shall be for a period of 10 years,
commencing on the 01st day of July 2019 and shall automatically renew for lifetime
unless and until terminated by either of the parties pursuant to the terms of this
agreement.

6. COMMISSION
a. HAPPY HOLIDAYS is eligible to claim commission of minimum 10% of the net
INVOICE amount of all products from Bhutan venture in the territory.
b. Payment to Bhutan Venture is on cut and pay basis.

7. RESPONSIBILITIES /OBLIGATIONS

a. Of HAPPY HOLIDAYS,
i. Shall provide local address for the territory.
ii. Shall market and generate sell of PRODUCT/s in the territory under the brand
name of BHUTAN VENTURE.
iii. Appoint Manpower for the business with the consent of both parties.
iv. Shall be monitor and guide all appointed manpower for the territory.
v. Facilitate receipt of payment from B2B & B2C for the territory.

b. Of Bhutan Venture,
i. Shall providing financial support to Manpower appointed for the business, and
for other marketing activities for the territory with the consent of both parties.
ii. Shall providing marketing materials to promote PRODUCT/S in the territory.
iii. Shall provide best on site service for PRODUCT/S and to resolve any
issue/problem occurred with services on tour along with proper communications.
iv. Shall provide proper knowledge/Information�s affecting PRODUCT/S offered by
BHUTAN VENTURE in timely manner.
v. To provide offer Price for all PRODUCTS with both B2B and B2C rate.

8. Policies to follow,
a. Both parties will consider any confirmation through official email mention in
this Agreement and will act accordingly.
b. By getting in to this agreement any inquiries generated for PRODUCT/S of
Bhutan Venture from the territory by b2b or b2c will be directed to HAPPY HOLIDAYS
only and handle by HAPPY HOLIDAYS.
c. Directly or indirectly BHUTAN VENTURE cannot create competition in define
territory by selling any product below offered/define B2B & B2C rate in any other
territories or medium compare to the territory.
d. BHUTAN VENTURE should not do the business under any other brand name or under
any other company.
e. Happy Holidays should not sell any of the Bhutan Venture�s product/s below
defined B2B & B2C rate without consulting BHUTAN VENTURE if in case require.
f. HAPPY HOLIDAYS should not purchase any product identical to BHUTAN VENTURE�s
PRODUCTS from any other sources for B2B unless BHUTAN VENTURE is unable to provide
the same.
g. .

9. Financial Practise
a. Happy Holidays is responsible to collect 100% payment in advance from
customers before starting of any tours or services or will be liable to pay the
same to BHUTAN VENTURE.
b. For PRODUCTS of Land Packages Payment from Happy Holidays to BHUTAN VENTURE
will be as define below,
i. 25% of total cost in advance at the time of confirmation (04 working days).
ii. Additional 40% of total cost on the 2nd day of guest arrival in BHUTAN.
iii. Remaining payment on the Last day of tour.
c. In case of any issue in service 25% payment will be on hold till the problem
resolved or both the parties will come to any final decision mutually.
d. For payment of Air Tickets - 30% advance at the time of booking and remaining
70% in 24 hours after receiving the confirmed Air tickets.

10. Amendments / Renewal in Agreement

a. Both parties are allowed to offer any future amendment to this agreement.
b. Offered amendment can only be amend if both parties are agreed on the same
and follow the process instructed in (5-c)
c. By the period of every 04 months any amendment can be attached to this
agreement as an additional agreement except anytime in first 365 days.
d. Agreement will be renewed by default after 10 years if termination process of
this agreement is not initiates before 31st March 2027.

11. Termination of Agreement

a. Any policy reformation from BHUTAN VENTURE must not affect the Agreement and
the Agreement should be followed letter and spirit
b. Termination Without cause
i. Only HAPPY HOLIDAYS can apply and terminate the agreement in this case.
ii. In case of Beyond Control Circumstances and accepted by Happy Holidays.
c. Termination With Cause
i. Happy Holidays can apply and terminate the agreement if found any policy
reformation from BHUTAN VENTURE and not accepted to Happy Holidays in this case
termination clause shall be invoked.
ii. In case of dishonest practise from either of the parties.

d. Procedure to terminate the Agreement

i. Written communication is requiring with valid reasons.
ii. Written Notice for termination of Agreement should be issue minimum 180 days
before.
iii. Compensation will be applicable as per the compensation Claus if termination
of Agreement is from BHUTAN VENTURE at any time & Happy Holidays will be the
beneficiary for the same.

12. Compensation
a. Compensation will be applicable in any condition if BHUTAN VENTURE terminates
the agreement.
b. Compensation will also be applicable if any reforms in ownership occurred to
BHUTAN VENTURE and in that case if HAPPY HOLIDAYS not want to continue the
agreement.
c. Compensation will also be applicable if termination of agreement execute due
to any dishonest practise by BHUTAN VENTURE and not accepted by Happy Holidays.
d. Compensation is not applicable if termination of agreement execute due to any
dishonest practise from HAPPY HOLIDAYS.
e. If compensation applicable the value of compensation will be as mention
below.

13. JURIDICTION
a. This agreement will come under SURAT jurisdiction in any condition.