S3 Premium $299 /mo
CONSULTING AGREEMENT (S3 Premium)
This Consulting Agreement, effective at the time of purchase (hereinafter this “Agreement”), is made and entered into by and among the purchaser (hereinafter the “Company”) and SALON SUCCESS CONSULTING SERVICES, LLC (hereinafter the “Consultant”) a Massachusetts limited liability company with a principal place of business located at 833 Route 28, South Yarmouth, Massachusetts
ARTICLE 1
SCOPE OF WORK
1.1 Services. The Company hereby engages Consultant to provide comprehensive consulting services
in connection with the Company’s salon/spa business.
The Consultant will provide professional consulting services, vendor tools, online resources and such other services and business resources as more fully described in Exhibit A (collectively, the “consulting services”). Subject to change with written notice.
1.2 Time and Availability. The Consultant agrees to annually devote up to six (6) hours of telephone consultation services and up to three (3) hours of on-site consultation. The Consultant shall have discretion in selecting the dates and times it performs such consulting services with due regard to the needs of the Company’s business. Additional consultation services are available for purchase at additional cost.
1.3 Confidentiality. In order for Consultant to perform the consulting services, it may be necessary for the Company to provide Consultant with Confidential Information (as defined below) regarding the Company’s business, products and services. The Company will rely heavily upon Consultant’s integrity and prudent judgment to use this information only in the best interests of the Company.
1.4 Standard of Conduct. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics.
ARTICLE 2
INDEPENDENT CONTRACTOR
2.1 Independent Contractor. Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with the Company. The manner in which Consultant’s services are rendered shall be within Consultant’s sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Company in any manner without the prior express written authorization from an officer of the Company.
This Consulting Agreement, effective at the time of purchase (hereinafter this “Agreement”), is made and entered into by and among the purchaser (hereinafter the “Company”) and SALON SUCCESS CONSULTING SERVICES, LLC (hereinafter the “Consultant”) a Massachusetts limited liability company with a principal place of business located at 833 Route 28, South Yarmouth, Massachusetts
ARTICLE 1
SCOPE OF WORK
1.1 Services. The Company hereby engages Consultant to provide comprehensive consulting services
in connection with the Company’s salon/spa business.
The Consultant will provide professional consulting services, vendor tools, online resources and such other services and business resources as more fully described in Exhibit A (collectively, the “consulting services”). Subject to change with written notice.
1.2 Time and Availability. The Consultant agrees to annually devote up to six (6) hours of telephone consultation services and up to three (3) hours of on-site consultation. The Consultant shall have discretion in selecting the dates and times it performs such consulting services with due regard to the needs of the Company’s business. Additional consultation services are available for purchase at additional cost.
1.3 Confidentiality. In order for Consultant to perform the consulting services, it may be necessary for the Company to provide Consultant with Confidential Information (as defined below) regarding the Company’s business, products and services. The Company will rely heavily upon Consultant’s integrity and prudent judgment to use this information only in the best interests of the Company.
1.4 Standard of Conduct. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics.
ARTICLE 2
INDEPENDENT CONTRACTOR
2.1 Independent Contractor. Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with the Company. The manner in which Consultant’s services are rendered shall be within Consultant’s sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Company in any manner without the prior express written authorization from an officer of the Company.
2.2 Taxes. Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Consultant’s employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant or his/her employees.
2.3 Benefits. Consultant and Consultant’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers' compensation insurance shall be obtained by Company covering Consultant or Consultant’s employees.
ARTICLE 3
COMPENSATION FOR CONSULTING SERVICES
3.1 Compensation. The Company shall pay to Consultant the sum of two hundred and ninety-nine ($299.00) dollars per month for services rendered to the Company under this Agreement. The compensation shall be paid monthly for consulting services rendered and shall be due on the calendar day of initial purchase each month thereafter. Benefits shall commence upon execution of this Agreement. The monthly compensation shall be paid regardless of the number of consulting hours provided by Consultant in a particular month.
3.2 Reimbursement. The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by Consultant will be reimbursed by the Company within 15 days of Consultant’s proper written request for reimbursement.
ARTICLE 4
TERM AND TERMINATION
4.1 Term. This Agreement shall be effective as of the purchase date and shall continue in full force and effect for one year.
Upon completion of one (1) year, the Company and Consultant acknowledge and agree that this Agreement shall thereafter extend at the same terms and conditions set forth in 4.1 with the exception of section 3.1 compensation shall decrease to one hundred and forty-nine ($149.00) dollars per month herein unless either party provides written notice to the other of its intent to terminate this Agreement not less than thirty (30) days before the end of the then current term.
4.2 Termination for Cause. The Company may terminate this Agreement for “Cause,” after giving Consultant written notice of the reason. Cause means: (1) Consultant has breached the provisions of Article 5 or 6 of this Agreement in any respect, or materially breached any other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company; (2) Consultant has committed fraud, misappropriation, or embezzlement in connection with the Company’s business; or (3) Consultant has been convicted of a felony.
2.3 Benefits. Consultant and Consultant’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers' compensation insurance shall be obtained by Company covering Consultant or Consultant’s employees.
ARTICLE 3
COMPENSATION FOR CONSULTING SERVICES
3.1 Compensation. The Company shall pay to Consultant the sum of two hundred and ninety-nine ($299.00) dollars per month for services rendered to the Company under this Agreement. The compensation shall be paid monthly for consulting services rendered and shall be due on the calendar day of initial purchase each month thereafter. Benefits shall commence upon execution of this Agreement. The monthly compensation shall be paid regardless of the number of consulting hours provided by Consultant in a particular month.
3.2 Reimbursement. The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by Consultant will be reimbursed by the Company within 15 days of Consultant’s proper written request for reimbursement.
ARTICLE 4
TERM AND TERMINATION
4.1 Term. This Agreement shall be effective as of the purchase date and shall continue in full force and effect for one year.
Upon completion of one (1) year, the Company and Consultant acknowledge and agree that this Agreement shall thereafter extend at the same terms and conditions set forth in 4.1 with the exception of section 3.1 compensation shall decrease to one hundred and forty-nine ($149.00) dollars per month herein unless either party provides written notice to the other of its intent to terminate this Agreement not less than thirty (30) days before the end of the then current term.
4.2 Termination for Cause. The Company may terminate this Agreement for “Cause,” after giving Consultant written notice of the reason. Cause means: (1) Consultant has breached the provisions of Article 5 or 6 of this Agreement in any respect, or materially breached any other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company; (2) Consultant has committed fraud, misappropriation, or embezzlement in connection with the Company’s business; or (3) Consultant has been convicted of a felony.
4.3 Responsibility upon Termination. Any equipment provided by the Company to the Consultant in connection with or furtherance of Consultant’s services under this Agreement, including, but not limited to, computers, laptops, and personal data, etc., shall, immediately upon the termination of this Agreement, be returned to the Company.
4.4 Survival. The provisions of Articles 5 and 6 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.
ARTICLE 5
CONFIDENTIAL INFORMATION
5.1 Obligation of Confidentiality. In performing consulting services under this Agreement, Consultant may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Company. Consultant agrees that Consultant and Consultant’s employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information without the written authorization of the President of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.
5.2 Definition. “Confidential Information” means information not generally known and proprietary to the Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formula, plans, devices or material, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, or any other confidential information or proprietary aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential
Information.
ARTICLE 6
NON-SOLICITATION
Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company any employee or independent contractor employed by the Company while Consultant is performing services for the Company unless authorized in writing by the Company.
4.4 Survival. The provisions of Articles 5 and 6 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.
ARTICLE 5
CONFIDENTIAL INFORMATION
5.1 Obligation of Confidentiality. In performing consulting services under this Agreement, Consultant may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Company. Consultant agrees that Consultant and Consultant’s employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information without the written authorization of the President of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.
5.2 Definition. “Confidential Information” means information not generally known and proprietary to the Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formula, plans, devices or material, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, or any other confidential information or proprietary aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential
Information.
ARTICLE 6
NON-SOLICITATION
Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company any employee or independent contractor employed by the Company while Consultant is performing services for the Company unless authorized in writing by the Company.
ARTICLE 7
GENERAL PROVISIONS
7.1 Severability. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
7.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
7.3 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
7.4 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.
7.5 Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
7.6 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
7.7 Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the Agreement shall be assignable by the Company without Consultant’s consent in the event the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon
and inure to the parties hereto, their successors and assigns.
GENERAL PROVISIONS
7.1 Severability. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
7.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
7.3 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
7.4 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.
7.5 Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
7.6 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
7.7 Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the Agreement shall be assignable by the Company without Consultant’s consent in the event the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon
and inure to the parties hereto, their successors and assigns.
EXHIBIT A
Business Tools:
On-site inspection with written report and recommendation*
Review any State Regulatory Inspections
Consulting Services:
6 hours consulting via phone annually (can be used in as little as 15 increments)
3 hours of onsite consulting annually*
Support
Budget guidelines
S2PBS Point Based System Support
Promotional calendar with prizes
Vendor Programs
Dedicated email/text support
Online Resources:
Live and recorded webinars
Email alerts
Sample Digital Downloads
Contract Templates (bridal, renters and more)
Operations Manual Template
Sample intake forms
Employee Handbook Template
Earned Sick Time (MA)
Sexual harassment policy
Massachusetts Written Information Security Program
Identity Theft / Privacy Protection Policy
Promotions
Programs
Incentives:
20% off all Success Builders
* Travel Expenses may apply
Business Tools:
On-site inspection with written report and recommendation*
Review any State Regulatory Inspections
Consulting Services:
6 hours consulting via phone annually (can be used in as little as 15 increments)
3 hours of onsite consulting annually*
Support
Budget guidelines
S2PBS Point Based System Support
Promotional calendar with prizes
Vendor Programs
Dedicated email/text support
Online Resources:
Live and recorded webinars
Email alerts
Sample Digital Downloads
Contract Templates (bridal, renters and more)
Operations Manual Template
Sample intake forms
Employee Handbook Template
Earned Sick Time (MA)
Sexual harassment policy
Massachusetts Written Information Security Program
Identity Theft / Privacy Protection Policy
Promotions
Programs
Incentives:
20% off all Success Builders
* Travel Expenses may apply