Business Tidy Styles

GENERAL BUSINESS AGREEMENT — BUSINESS TIDY STYLES

Parties and Effective Date

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

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the experience, personnel and capability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms governing their relationship; and

WHEREAS, the parties agree that the performance shall commence on and continue as provided in this Agreement.

Scope of Work

Service Provider shall provide services to Client as set forth below. The scope provided below constitutes the agreed scope and any material changes shall be subject to written amendment and accepted change order.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All sums are payable in lawful currency and unless otherwise stated are exclusive of taxes which shall be the responsibility of the paying party as set out below.

All invoices are due within days of receipt. Overdue amounts shall accrue interest at the rate set forth above and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Upon termination for convenience, Service Provider shall be entitled to payment for Services performed through the effective date of termination and reimbursable expenses properly incurred.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 14 days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party relating to business operations, financial information, customer data, trade secrets, pricing, and any other information designated as confidential or that by its nature should reasonably be understood to be confidential.

Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) not use Confidential Information except as necessary to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any lawful effort to limit the disclosure. Confidentiality obligations shall survive termination of this Agreement for years, or indefinitely with respect to trade secrets.

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 state and federal courts located in that State for resolution of disputes arising under this Agreement.

Representations; Indemnity; Insurance

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider agrees to indemnify and hold harmless Client from claims arising out of Service Provider's negligent performance, willful misconduct, or breach of this Agreement, subject to applicable limitations of liability agreed by the parties.

Entire Agreement

This Agreement, together with any attached exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

Miscellaneous

No waiver of any breach of this Agreement shall constitute a waiver of any other or subsequent breach. If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

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