Spa Exchange Agreement

SPA EXCHANGE AGREEMENT

This Spa Exchange Agreement (the Agreement) is made as of by and between:

WHEREAS

WHEREAS, Spa Provider operates a professional spa providing therapeutic, cosmetic and wellness services, and maintains facilities, personnel, licenses and equipment necessary to perform the services described herein; and

WHEREAS, Exchange Partner offers goods and/or services of complementary value to Spa Provider’s clientele and desires to receive spa services in exchange for providing such goods and/or services to Spa Provider under the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which they will exchange specified services and/or goods and allocate responsibilities, payments, confidentiality and liability.

SCOPE OF WORK

Spa Provider shall provide the following services to Exchange Partner and Exchange Partner shall provide the following goods/services to Spa Provider as consideration for the exchange. The parties agree the exchange will be performed in accordance with the descriptions, quality standards and schedules set forth below.

PAYMENT TERMS AND EXCHANGE VALUE

The parties agree that the exchange is valued at (USD) for the initial term. Payment, if any, in addition to the value of exchanged services shall be made as set forth below.

Late payments shall accrue interest at a rate of per month (or the maximum rate permitted by law), computed monthly, beginning on the date that payment is due. If an amount remains unpaid for more than days after the due date, the non-paying party shall also be responsible for reasonable collection costs and attorneys' fees incurred by the other party.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) acknowledges that in connection with this Agreement it may receive or have access to confidential and proprietary information of the other party (Discloser), including customer lists, pricing, technique, trade secrets, marketing plans and business records (Confidential Information). Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; 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 at least as protective as those herein.

Confidential obligations shall continue for a period of following the termination or expiration of this Agreement, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Confidential Information does not include information that is or becomes public through no fault of Recipient, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of Discloser's Confidential Information.

INSURANCE, REPRESENTATIONS AND INDEMNIFICATION

Each party represents that it is duly organized and authorized to enter into this Agreement and will maintain at its own expense all necessary licenses and insurance required to perform its obligations hereunder. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement, except to the extent caused by the indemnitee's own negligence or willful misconduct.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties agree that any dispute arising under or relating to this Agreement shall be exclusively brought in the federal or state courts located in the county where the Spa Provider's principal place of business is located, and the parties submit to the personal jurisdiction of those courts.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, 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 written or oral.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effect the intent of the parties as closely as possible.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a sale of substantially all of its assets or equity, provided the assignee assumes all obligations hereunder.

Notice: Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other addresses as either party may designate in writing, and shall be deemed effective upon delivery by hand, three (3) business days after deposit with a nationally recognized courier, or five (5) business days after deposit in the U.S. mail, postage prepaid.

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