Scentbird Service Document

SCENTBIRD SERVICE DOCUMENT

This Scentbird Service Document (the "Agreement") is entered into by and between Service Provider: and Client Name: on this Effective Date: .

WHEREAS

WHEREAS, Service Provider operates a fragrance subscription and related product services and possesses the personnel and expertise necessary to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to provide subscription management, product fulfillment coordination, marketing support, and associated services on the terms set forth in this Agreement; and

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

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in accordance with the schedule, performance standards, and deliverables set forth in this Agreement and any written attachments executed by the parties. Service Provider will use personnel reasonably qualified to perform the Services and will comply with applicable laws and industry standards in performing the Services.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by law), and Client shall be responsible for any collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party written notice at least the number of days specified above. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice describing the breach. Termination shall not relieve Client of the obligation to pay for Services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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, including customer lists, pricing, formulations, supply chain information, marketing strategies, and commercial terms. The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations 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 herein. Confidentiality obligations shall survive termination for a period of years, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; DELIVERABLES

Subject to Client's payment of all amounts due, Service Provider shall grant to Client a non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Service Provider retains all rights in pre-existing materials, tools, methodologies, and intellectual property not specifically created for Client under this Agreement. If the parties agree otherwise with respect to ownership of work product, such agreement must be in a written exhibit signed by both parties.

INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of a claim and allow the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that imposes liability on the indemnified party without the indemnified party's prior written consent.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth above (or such other address as a party may designate by notice). Notices are effective upon receipt when delivered by certified mail, overnight courier, or personal delivery.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors; nothing in this Agreement creates an employment, partnership, or joint venture relationship.

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