1
Identify the parties and confirm the TMC's legal entity
Enter the corporate buyer's full legal entity name and the TMC's registered business name. Confirm the TMC's legal name from their corporate registry filing or invoice header β not a trading name.
π‘ Ask for the TMC's Certificate of Incorporation or equivalent to verify the exact legal entity before execution, especially for international TMCs operating under a parent brand.
2
Define the scope of services in Schedule A
List every travel category the TMC will manage β domestic air, international air, hotel, rail, car rental, group travel, and visa support. Explicitly list any exclusions. Attach this as Schedule A rather than embedding it in the body clause.
π‘ A separate Schedule A lets you amend the scope without redrafting the entire agreement β flag it as 'amendable by written mutual consent' to allow clean updates.
3
Complete the fee schedule
Enter per-transaction fees for each booking type, the monthly management fee if applicable, after-hours surcharges, and the billing cycle. Cross-reference each fee against any fee caps or volume-discount thresholds the parties agreed.
π‘ Negotiate a cap on total ancillary fees (after-hours, refund processing, manual bookings) as a percentage of total transaction fees β 15β20% is a reasonable ceiling.
4
Load preferred vendors and negotiated rates in Schedule B
List all preferred airlines, hotel programs, and car rental vendors with their contracted rates and target compliance percentages. Set a loading deadline β typically 10 business days from execution.
π‘ Include a clause requiring the TMC to alert you when a negotiated rate is about to expire so you have time to renegotiate before the rate falls out of the OBT.
5
Define SLAs and attach the remedies table in Schedule C
Set specific, measurable standards for booking response time, emergency response time, complaint resolution, and platform uptime. Attach a Schedule C mapping each SLA to a defined credit or fee reduction for breach.
π‘ Make the SLA credit calculation simple β a percentage of monthly management fees, not a complex formula. Disputes over complex credit calculations often negate the incentive value entirely.
6
Configure the duty-of-care and traveler tracking obligations
Name the client's travel manager as the designated contact for safety incidents. Set the notification timeline (typically 2 hours for major events), define 'travel disruption' and 'security incident' explicitly, and confirm which tracking platform the TMC will use.
π‘ Require the TMC to conduct an annual duty-of-care review with your team to assess emerging risks by destination β this is a best practice in enterprise travel programs and costs nothing to include.
7
Set the term, notice period, and transition terms
Enter the initial contract term (typically 2β3 years), the auto-renewal mechanism, the notice period for non-renewal (90 days is standard), and the post-termination transition assistance period.
π‘ Include a 'for-cause' termination right with a 30-day cure period β this gives you leverage to address persistent SLA failures without waiting for the contract term to expire.
8
Select governing law and confirm both parties execute before travel begins
Choose the jurisdiction whose law will govern disputes β typically the corporate buyer's home state or country. Both authorized signatories must sign before any travel bookings are made under the agreement.
π‘ Use Business in a Box eSign to timestamp execution and store the fully-executed copy β you will need to produce it quickly if a supplier dispute or insurance claim arises.