TravelNow.com Inc.
318 Park Central East-Suite 306
Springfield, MO 65806
March 15, 2000
Richard J. Keating
Keating Communication, Inc.
343 Millburn Avenue
Millburn, New Jersey 07041
Re: Terms of Engagement of Keating Communications, Inc.
Dear Mr. Keating:
This letter sets forth the terms of engagement for Keating Communications,
Inc. ("Keating") as a consultant to TravelNow.com Inc. ("TravelNow") for the
period commencing March 31, 2000 ("the "Effective Date") and ending March 30,
2001. By signing on the last page hereof, you agree to the following terms:
Scope of Services
-----------------
Keating will provide to TravelNow the following public relations services:
(1) marketing counseling; (2) act as liaison with the press; (3) press kit and
press release development; (4) media interviews; (5) public relations
counseling; and (6) placement and exposure of feature articles in national and
industry media (collectively, the "Services").
Relationship of the Parties
---------------------------
This letter creates a contractual relationship between the parties only,
and shall not be deemed to create or give rise to a partnership or other joint
venture. Keating shall at all times be considered an independent contractor of
TravelNow and no employer-employee relationship is created hereby. Keating shall
be responsible for all taxes on any payments received hereunder and TravelNow
will provide Keating with IRS form 1099 reflecting the amount of such payments.
Consideration
-------------
In exchange for the provision of the Services, TravelNow will provide to
Keating the following consideration:
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Letter to Richard J. Keating 2
Keating Communications, Inc.
March 15, 2000
(a) Cash Compensation. [Confidential Treatment Requested]
(b) [Confidential Treatment Requested]
(c) Reimbursement of Expenses. TravelNow will reimburse Keating for
reasonable out-of-pocket expenses incurred in the performance of the Services.
TravelNow will review and pay such expenses with its normal procedures for
paying bills of outside professionals, including such documentation requirements
as may be adopted from time to time. Out-of-pocket expenses may include printing
and duplicating, photography and photographic duplication, travel and
entertainment, phone, fax and delivery charges and any direct expense associated
with the Services.
Confidentiality
---------------
Keating, during the term of the engagement or at any time thereafter, will
not, without the express written consent of TravelNow, directly or indirectly
communicate or divulge, or use for its own benefit or for the benefit of any
other person, firm, association, or corporation, any of TravelNow's trade
secrets, proprietary date or other confidential information which were
communicated to or otherwise learned or acquired by Keating in the course of
providing the Services. Such information may only be disclosed by Keating as is
required (a) in the course of providing the Services or (b) by a court or other
governmental agency of competent jurisdiction. Keating will not use such
information in any way or in any capacity other than as a consultant of
TravelNow and to further TravelNow's interests.
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Letter to Richard J. Keating 3
Keating Communications, Inc.
March 15, 2000
Indemnification
---------------
To the fullest extent permitted by law, Keating shall indemnify and hold
harmless TravelNow from and against all claims, damages, losses and expenses
(including, but not limited to, attorneys' fees) caused in whole or in part by
any negligent or willful act or omission of Keating, whether or not such act or
omission arises out of or results from the performance of the Services.
Termination
-----------
This engagement shall terminate on the later of (i) ninety (90) days
following the written notice of either party of the desire to terminate the
engagement; or (ii) March 31, 2001. The engagement may be continued thereafter
upon mutual written agreement of both parties.
Assignment
----------
The rights, privileges and obligations created by this letter may not be
assigned by either party without the prior written consent of the other party.
If the foregoing meets with your approval, please indicated your assent by
signing this original Agreement and the enclosed copy, and returning the
original to TravelNow at the address indicated above.
Very truly yours,
By: /s/ Jeff Wasson
-------------------
Jeff Wasson
Co-Chief Executive Officer
TRAVELNOW.COM INC.
AGREED AND ACCEPTED:
By: /s/ Richard J. Keating
--------------------------
Richard J. Keating
President & CEO
