1. Services and Statement of Work. LoneWolf Styling will provide the services (“Services”) as described in each Statement of Work (“SOW”). A SOW may only be amended or modified by an authorized representatives of LoneWolf Styling. In the event of any conflict between this Agreement and an applicable SOW, the SOW shall govern, but only as to that specific SOW.
2. Customer’s Duties and Responsibilities. Customer shall make rescheduling/cancelation changes in a timely manner, no less than forty-eight (48) hours prior to appointment time. Customer will be responsible for, and assumes all charges for services if appointment is not rescheduled/canceled prior to cancelation schedule. Customer shall provide to LoneWolf Styling, all necessary information as LoneWolf Styling may reasonably require to provide the Services.
3. Confidentiality. LoneWolf Styling and Customer each agree to retain in confidence the Confidential Information of the other party. Each party agrees to: (a) preserve and protect the confidentiality of the other party’s Confidential Information: (b) refrain from using the other party’s Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Notwithstanding the foregoing, either party may disclose Confidential Information of the other party which is: (i) already publicly known; (ii) discovered or created by the receiving party without reference to or use of the Confidential Information of the disclosing party, as shown in records of receiving party; (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (iv) required to be disclosed by law or court order. The confidentiality obligations of this Section 3 shall survive the termination of this Agreement for a period of five (5) years. “Confidential Information” means all non-public information, trade secrets, know-how, techniques, processes, methodologies, designs, or any materials which are either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential. If either party breaches any of its confidentiality or other obligations hereunder, the other party shall be entitled to seek such equitable relief, including but not limited to injunctive relief, in addition to any monetary damages to which it may be entitled.
4. Intellectual Property Rights.
4.1 Consulting services performed by LoneWolf Styling relate to LoneWolf Styling trade secrets, know-how, techniques, processes, methodologies, and/or designs. As a result, LoneWolf Styling retains all right, title and interest in and to the materials, deliverables, Services and work product provided under each SOW, including patents, trademarks, copyrights (including the right to any derivative works), and all other intellectual property rights. The materials, deliverables, Services and work product shall not constitute "works made for hire" as that term is defined in Section 101 of the U.S. Copyright Act. To the extent that any materials, deliverables, Services or work product are considered to be "works made for hire," Customer agrees to assign all right, title, and interest in the foregoing to LoneWolf Styling. Notwithstanding anything to the contrary in this Agreement, LoneWolf Styling shall obtain no right, title or interest in any of Customer’s Confidential Information.
5. Warranty and Disclaimer. LONEWOLF STYLING WARRANTS THAT IT WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL SERVICES RENDERED PURSUANT TO THIS AGREEMENT WILL BE PERFORMED IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY PRACTICES. EXCEPT FOR THE FOREGOING, SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND. LONEWOLF STYLING AND ITS SUPPLIERS AND/OR SUBCONTRACTORS DISCLAIM ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. LONEWOLF STYLING AND ITS SUPPLIERS AND/OR SUBCONTRACTORS DO NOT WARRANT THAT SERVICES, DELIVERABLES, OR WORK PRODUCT WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE PERFORMANCE OR USE THEREOF WILL BE ERROR-FREE.
6. Consequential Damages Waiver. IN NO EVENT SHALL LONEWOLF STYLING OR ITS SUPPLIERS OR SUBCONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR (A) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, PRODUCT FAILURE, OR ANY OTHER INDIRECT DAMAGES EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF, OR (B) ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE EQUIPMENT OR SERVICES.
7. Term and Termination.
7.1. The term of this Agreement shall commence on the Appointment Date stated on the Invoice/Order Form and shall continue in full force unless terminated earlier under the provisions of this Section 7.
7.2. This Agreement or any SOW may be rescheduled/canceled for convenience by either party upon forty-eight (48) hour prior notice.
7.3. Failure by either party to comply with any material term or condition under this Agreement or a SOW issued hereunder shall entitle the other party to give the party in default written notice requiring it to cure such default. If the party in default has not cured such default within fifteen (15) days of receipt of notice, the notifying party shall be entitled, in addition to any other rights it may have, to an additional twenty (20) percent of the service fee by giving notice effective immediately.
7.4. This Agreement or individual SOW may be terminated immediately by either party through written notice in the event that either party ceases to carry on business as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of such party's assets.
7.5. The rights and remedies of LoneWolf Styling provided in this Section 10 shall not be exclusive and are in addition to all other rights and remedies provided at law, in equity or otherwise under this Agreement or SOWs hereunder.
7.6. Sections 3, 4, 5, 6, 9 and 10 of this Agreement and any accrued rights to payment shall survive termination, regardless of the reason for termination.
8. Notice. All notices required or permitted hereunder will be in writing and deemed received when delivered via email to LoneWolf Styling.
9. Force Majeure. Except for payment obligations, each party shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control.
10. Solicitation of Employees. Customer acknowledges and agrees that the employees and consultants of LoneWolf Styling performing the Services are a valuable asset to LoneWolf Styling and are difficult to replace. Accordingly, Customer agrees that, for a period of one (1) year after the completion of the Services, it will not offer employment as an employee, independent contractor, or consultant to any LoneWolf Styling employee or consultant (including employees or consultants of LoneWolf Styling’s subcontractors) who perform any of the Services.
11. Miscellaneous.
11.1. Customer Affiliates. LoneWolf Styling agrees that Customer’s Affiliates shall be permitted to purchase Services under this Agreement, provided, however, that any such purchase(s) shall be evidenced by a separate SOW and Customer and its Affiliate(s) shall be jointly and severally liable for the compliance by the Affiliate(s) with the terms and conditions of this Agreement. For purposes of this Agreement, the term “Affiliates” means any affiliated entity that Controls, is Controlled by, or is under common Control with a party to this Agreement, and the term “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of an entity through the ownership of voting securities (at least fifty-one percent (51%) of its voting or equity securities), contract, voting trust, or otherwise.