SPA Service Agreement

SPA SERVICE AGREEMENT

This Spa Service Agreement (the "Agreement") is entered into as of by and between Provider Name: (the "Provider"), a business organized as with principal place of business at , and Client Name: with mailing address at .

RECITALS

WHEREAS, Provider is duly licensed and experienced in providing spa, wellness and personal care services, including but not limited to massage, facial treatments, body treatments and allied services; and

WHEREAS, Client desires to engage Provider to perform certain spa services at the location specified herein and Provider is willing to provide such services upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of such services.

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

1. SERVICES

1.1 Scope of Services. Provider shall perform the spa services described in the attached Scope of Services (Schedule A) and as further specified in writing by the parties. Provider shall provide services in a professional and workmanlike manner consistent with industry standards.

2. TERM

2.1 Term. The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with Section 7.

2.2 Renewal. Absent written notice by either party at least days prior to the expiration date, this Agreement shall .

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below and in Schedule A. All fees are due and payable in accordance with the schedule set forth herein.

3.2 Late Payments. Any undisputed amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for all collection costs and reasonable attorneys' fees incurred by Provider to collect overdue amounts.

4. SUPPLIES, EQUIPMENT AND STAFFING

4.1 Supplies and Equipment. Provider shall supply standard consumable supplies as required to perform the services unless otherwise agreed in writing. Client shall provide use of treatment rooms, utilities, and facility access as reasonably necessary for performance.

5. INSURANCE; LICENSES

5.1 Insurance. Provider shall maintain and provide proof of commercial general liability insurance and professional liability insurance with limits reasonably acceptable to Client. Provider shall provide certificates of insurance upon request and shall name Client as an additional insured where requested and permitted by insurer.

5.2 Licenses. Provider represents and warrants that it and its personnel hold and will maintain all licenses, permits, and certifications required by applicable law to perform the services.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, including client lists, pricing, business operations, trade secrets, and personal client health information, whether written or oral.

6.2 Obligations. Each party shall use reasonable measures to protect Confidential Information and shall not disclose such information to third parties except as necessary to perform this Agreement or as required by law. Personal client health information shall be handled in compliance with all applicable privacy laws.

7. TERMINATION

7.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured after thirty (30) days' written notice specifying the breach.

7.2 Termination for Convenience. Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims arising from Client's breach of this Agreement, Client's negligence, or the negligent acts of Client's customers.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent, or partner of Client. Provider shall be solely responsible for payment of all wages, taxes, benefits and worker compensation for its employees, and Provider shall comply with all employment and tax laws applicable to its business.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state and local laws, statutes, regulations and ordinances in connection with its performance hereunder, including health and safety laws and rules governing personal services and sanitation.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as the receiving party designates by written notice in accordance with this Section. Notices shall be deemed given upon personal delivery, one business day after delivery by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. This Agreement may be amended only by a written instrument signed by both parties. No course of dealing, usage of trade or failure to insist upon strict performance shall be deemed a waiver of any provision of this Agreement.

13.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement, including any schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

MISCELLANEOUS PROVISIONS

15.1 Subcontracting. Provider shall not subcontract material portions of the services without Client's prior written consent, which shall not be unreasonably withheld.

15.2 Records. Provider shall maintain accurate records of services performed and hours worked and shall permit Client reasonable inspection of such records upon request for a period of two (2) years following termination of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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