Technology Spa Agreement

TECHNOLOGY SPA AGREEMENT

This Technology Spa Agreement (the "Agreement") is entered into effective as of (the "Effective Date"), by and between:

RECITALS

WHEREAS, Client operates a wellness and personal care business seeking specialized technology solutions and ongoing technical services designed for spa operations; and

WHEREAS, Service Provider is in the business of providing technology design, integration, maintenance and advisory services tailored to hospitality and spa environments and represents that it has the skill, personnel, and resources to perform the Services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall design, implement, and maintain technology systems and services for Client's spa operations as further described below. The scope may include, but is not limited to, point-of-sale integration, client scheduling systems, guest experience hardware and software, network configuration, data migration, training, and ongoing technical support.

PAYMENT TERMS

Client shall pay Service Provider for Services in accordance with the fee schedule and payment milestones set forth below.

Late payments shall accrue interest at the lesser of the legal maximum or % per month, with a minimum late charge of $ . In addition, Service Provider may suspend services if invoices are overdue by more than days, provided Service Provider gives written notice and a ten (10) day cure period.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and non-cancellable commitments incurred prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was rightfully known to Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Service Provider assigns to Client all deliverables specifically developed for Client under this Agreement. Service Provider may retain and use its general know-how, tools, techniques and methodologies; such retained materials shall not include Client Confidential Information. Client grants Service Provider a limited, non-exclusive license to Client-provided materials to the extent necessary to perform the Services. Each party shall comply with applicable data protection laws in respect of personal data processed in connection with this Agreement.

WARRANTIES, INDEMNITY & LIMITATION OF LIABILITY

Service Provider represents that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY IN THE PRECEDING SENTENCE, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party shall indemnify the other for claims arising from its gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of laws principles. Any disputes shall be resolved in state or federal courts located within that jurisdiction, subject to the parties' right to seek injunctive relief where appropriate.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and written change orders signed by authorized representatives of the parties, 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. No amendment shall be effective unless in writing and signed by both parties.

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