Business Services Saloon

BUSINESS SERVICES SALOON AGREEMENT

This Business Services Saloon Agreement (the "Agreement") is entered into as of by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing specialized business consulting, operational management, marketing, and staff training services tailored to salon operations (the "Services");

WHEREAS, Client operates a salon or related personal services business and desires to engage Service Provider to perform the Services described herein, and Service Provider desires to perform such Services for Client subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall provide the Services as described below. The Services shall include the specific deliverables, milestones, and performance standards set forth by the parties. Any material changes to the Scope of Work must be agreed in writing by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following fee structure. All fees are due in accordance with invoice terms provided by Service Provider and are exclusive of applicable taxes unless otherwise stated.

All payments not made when due shall accrue interest at the late fee rate specified above and Service Provider may suspend performance if invoices remain unpaid beyond the payment terms, provided Service Provider gives written notice and a reasonable cure period.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above after written notice. Termination for convenience by either party requires the notice period above. Upon termination, Client shall pay Service Provider for Services performed through the effective date of termination and any non-cancellable commitments reasonably incurred.

Service Provider may terminate immediately for cause if Client engages in unlawful activity, willful destruction of property, or unpaid invoices beyond the cure period.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in writing or orally that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) is lawfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations. These obligations shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables created under this Agreement for Client's internal salon business operations. Service Provider retains all rights in pre-existing intellectual property, methodologies, templates, and tools used to perform the Services. Any custom work-for-hire or assignment of rights must be documented separately in writing.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, provided the indemnitee gives prompt written notice and reasonable cooperation in the defense.

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. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, together with any written exhibits or statements of work referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notice is effective upon personal delivery, confirmed delivery by courier, or three business days after deposit in the U.S. mail, postage prepaid.

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