CLUB MEMBERS PROGRAM OPERATING AGREEMENT

In consideration of the mutual promises contained herein, the parties agree as follows:

1. Definitions.

As used herein, the following terms shall have the meanings set forth below:

"Products" shall mean the following of Company's products to be sold by club member

Diving trips or diving vacations (‘Diving Activities’ or ‘Diving Packages’).

2. Appointment.

Company hereby appoints an club member as its sales representative for the Products, and club member hereby accepts such appointment. club member's sole authority shall be to solicit orders for the in accordance with the terms of this Agreement. club member shall not have the authority to make any commitments whatsoever on behalf of Company, and be fully responsible for keeping his or her customers duly informed of this limit on club member’s authority to make agreements on behalf of the Company with the customer. club member needs to use the Company’s name and logo for all Products shown to the customers.

3. General Duties.

club member shall use its best efforts to promote the Products and maximise the sale of the Products in the Territory.  club member shall also provide reasonable assistance to Company in promotional activities in the Territory such as trade shows, product presentations, sales calls and other activities of Company with respect to the Products.  club member shall also provide reasonable "after sale" support to Product purchasers and generally perform such sales related activities as are reasonable to promote the Products and the goodwill of Company in the Territory, in the line of business Company is in. Club member shall report weekly to Company concerning sales of the Products and competitive promotional ad pricing activities. club member will devote adequate time and effort to perform its obligations. Club member shall neither advertise the Products outside the Territory nor solicit sales from purchasers located outside the Territory without the prior written consent of the Company.

4. Reserved Rights.

Company reserves the right to solicit orders directly from and sell directly to any end users or other retail buyers within the Territory.

5. Independent Contractor.

The club member is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise, or (iii) allow club members to create or assume any obligation on behalf of Company for any purpose whatsoever. Club member is not an employee of Company and is not entitled to any employee benefits. Club member shall be responsible for paying all income taxes and other taxes charged to club member on amounts earned hereunder. All financial and other obligations associated with club member's business are the sole responsibility of club member.

6. Indemnification by club member.

The club member shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasance acts of club member, its employees or its agents.

7. Indemnification by Company.

Company shall indemnify and hold club member free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by Company or failure of Company to provide any products to a customer that has properly ordered through club member.

8. Commission.

 Sole Compensation. Club member's sole compensation under the terms of this Agreement shall be a commission computed as follows: % commission on sold diving activities and packages.

Basis of Commission.  The Commission shall apply to all invited members solicited by club member that have been accepted by Company and for which booking has occurred. Commissions shall be computed on the full amount paid by customer.

Time of Payment.  The commission on a given order shall be due and payable when paid by the customer and be due within 10 days after such payment is received.  The commission is credited to the club member’s account and can be credited for future bookings or paid out.

9. Sale of the Products.

Prices and Terms of Sale. Club member is not part of the sales process unless otherwise agreed on. The booking occurs in accordance with the DiversAround online offer.

Orders.  All bookings for the Products shall be in writing, and the originals shall be submitted to Company.  All orders shall be sent directly from the customer to the Company not to the club member for forwarding to the Company.

Acceptance.  All orders obtained by club member shall be subject to final acceptance by Company at its principal office and all quotations by club members shall contain a statement to that effect. Club member shall have no authority to make any acceptance commitments to customers.  Company specifically reserves the right to reject any order or any part thereof for any reason.

Credit Approval.  Company shall have the sole right of credit approval or credit refusal for customers in all cases, with or without cause.

Collection.  Full responsibility for collection from customers rests with Company, provided that club member shall at Company's request assist in such collection efforts.

10. Term and Termination.

A. Term.  This Agreement shall commence immediately and continue for two years thereafter, unless terminated earlier as provided herein. This Agreement shall continue until terminated upon at least 15 Days written notice by either party. If not terminated during the second year, this Agreement shall continue until one party or the other terminates the Agreement with 15 Days written notice.

B. Return of Materials.  All of Company's trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the property of Company.  Within 10 days after the termination of this Agreement, club member shall return all such items to company at club member's expense.  Club member shall not make or retain any copies of any confidential items or information that may have been entrusted to it.  Effective upon the termination of this Agreement, club member shall cease to use all trademarks, marks and trade name of Company.

11. Limitation of Liability.

Upon termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of Company or club member. Company's sole liability under the terms of this Agreement shall be for any unpaid commissions.

12. Confidentiality.

Rep acknowledges that by reason of its relationship to Company here under it will have access to certain information and materials concerning Company's business plans, customers, and products that is confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Club member agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by Company. In the event of termination of this Agreement, there shall be no use or disclosure by club member of any confidential information of Company.

13.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

14.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

15.  Governing Law.

This Agreement shall be construed and enforced according to the laws of Egypt with local court in Cairo and any dispute under this Agreement must be brought in this venue and no other.

6.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. In Witness whereof, the parties have executed this Agreement as of the date first written above.