Business Services Claribrows

Business Services Agreement — Claribrows

This Business Services Agreement (the Agreement) is entered into as of the Effective Date set forth below between the parties identified herein.

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to retain Provider to perform certain business services specifically relating to beauty services, brand consulting, and operational support for the Claribrows program; and

WHEREAS, Provider has the experience, personnel and resources necessary to perform the services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Payment Terms

The Client shall pay the Provider for the Services in accordance with the following terms.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, excise or similar taxes, other than taxes on Provider's net income.

Term and Termination

This Agreement shall commence on the Effective Date: Month Day Year , and shall continue until: Month Day Year unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party acknowledges that during the performance of services it will receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence, (b) use it only to perform obligations under this Agreement, and (c) not disclose it to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality no less protective than this Agreement. Upon termination or upon request, the receiving party shall return or destroy Confidential Information as instructed.

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of any methodologies, templates, know-how and pre-existing intellectual property used or developed in performing the Services. Client shall own final deliverables specifically created for Client and paid in full, and Provider hereby grants Client a non-exclusive license to use Provider's pre-existing materials that are incorporated into such deliverables solely for Client's internal business purposes.

Representations and Warranties; Indemnity

Each party represents that it has the authority to enter into this Agreement. Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. Client shall indemnify, defend and hold harmless Provider from claims arising from Client-provided materials, Client's misuse of deliverables, or Client's failure to obtain required consents.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Entire Agreement; Amendments

This Agreement, together with any Schedules or Statements of Work executed by the parties, constitutes the entire agreement between the parties and supersedes all prior discussions and agreements relating to the subject matter. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a change of control, provided the assignee assumes all obligations hereunder.

Sign Now