Business Services Hair Company

BUSINESS SERVICES AGREEMENT — HAIR COMPANY

This Business Services Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between:

Individual LLC Corporation Partnership

Individual LLC Corporation Partnership

WHEREAS

WHEREAS, Service Provider operates a professional hair services business offering styling, treatments, and related business services and possesses the skill, expertise, and staff necessary to perform the services described below;

WHEREAS, Client desires to retain Service Provider to provide business, branding, training, or creative hair services on the terms set forth in this Agreement; and

WHEREAS, the parties intend to set forth their entire understanding and agreement in writing with respect to the services and related matters described herein.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and timely manner in accordance with industry standards. The parties may attach or reference project-specific schedules or statements of work that become part of this Agreement.

PAYMENT TERMS

As consideration for the performance of the Services, Client shall pay Service Provider the fees and reimbursements described below.

Invoices shall be paid within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of on the outstanding balance, plus reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and shall continue until the End Date or until terminated earlier in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party following written notice and a day cure period. Either party may also terminate without cause upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for Services performed or expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") acknowledges that during the term of this Agreement it may receive Confidential Information of the other party (the "Discloser"). Confidential Information means non-public information that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. The Recipient shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for the performance or receipt of Services under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is (i) publicly available other than by a breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the other party's Confidential Information. The obligations in this section shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of any pre-existing intellectual property and materials owned or developed prior to the Effective Date. Deliverables specifically commissioned and paid for under this Agreement shall be deemed "work made for hire" to the extent permitted by law; otherwise, Service Provider assigns to Client all right, title and interest in the final deliverables upon full payment, subject to Service Provider's right to use general skills, ideas, concepts and non-confidential know-how in its business. Service Provider may retain copies of deliverables for archive purposes and to demonstrate experience, provided no Confidential Information of Client is disclosed.

INDEPENDENT CONTRACTOR; COMPLIANCE

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider is responsible for compliance with applicable laws, taxes and employment obligations for its employees and subcontractors. Client may require Service Provider to provide evidence of insurance and licenses as appropriate.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Client shall indemnify and hold harmless Service Provider from third-party claims arising out of Client-supplied materials, Client's branding, or Client's failure to follow Service Provider's reasonable instructions. Service Provider shall indemnify Client from claims that final deliverables infringe a third party's intellectual property, provided Client promptly notifies Service Provider and allows Service Provider sole control of the defense and any resolution.

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. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of or relating to this Agreement, subject to any mandatory venue provisions.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth above (or to such other address as a party designates in writing) by personal delivery, certified mail, or overnight courier and shall be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings used in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate upon written notice.

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