Free Boutique Agreement

This Boutique Agreement (the "Agreement") is made and entered into as of [Month Day, Year], by and between:

[Your Company Name], a boutique company incorporated under the laws of the State of [State], with its principal place of business at [Your Company Address] (hereinafter referred to as "Boutique"), and

[Your Partner Company Name], a company incorporated under the laws of the State of [State], with its principal place of business at [Your Partner Company Address] (hereinafter referred to as "Partner").

WHEREAS, the Boutique desires to engage the Partner for certain services as outlined herein; and

WHEREAS, the Partner agrees to provide the services on the terms and conditions set forth in this Agreement.

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

1. Scope of Services

The Partner shall provide the following services to the Boutique (the "Services"):

1.1. Service Description: The Partner will provide services including inventory management, merchandising, customer service, marketing, and e-commerce support to enhance the Boutique's operations and customer experience.

1.2. Performance Standards: The Partner agrees to perform the Services in a professional and diligent manner, adhering to the highest industry standards.

1.3. Delivery Timeline: The Services shall commence on [Month Day, Year] and shall be completed by [Month Day, Year]. Any changes to this timeline must be mutually agreed upon in writing.

2. Compensation

2.1. Payment Terms: In consideration for the Services, the Boutique shall pay the Partner the sum of [Insert Payment Amount], payable as follows:

• [50%] upon signing this Agreement, and

• [50%] upon completion of the Services.

2.2. Expenses: The Boutique shall reimburse the Partner for reasonable expenses incurred in connection with the provision of the Services, provided that such expenses are pre-approved by the Boutique in writing.

3. Term and Termination

3.1. Term: This Agreement shall commence on the date first written above and shall continue until the Services are completed, unless earlier terminated as provided herein.

3.2. Termination for Convenience: Either party may terminate this Agreement for any reason upon [Insert Number] days’ written notice to the other party.

3.3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice to the other party if:

(a) The other party breaches any material provision of this Agreement and fails to cure such breach within [Insert Number] days of receiving notice of the breach; or

(b) The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

4. Confidentiality

4.1. Confidential Information: Each party acknowledges that during the performance of this Agreement, it may receive confidential information relating to the other party’s business (the “Confidential Information”).

4.2. Obligations: The parties agree to hold each other’s Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the other party, except as required by law.

4.3. Exceptions: Confidential Information does not include information that is:

(a) Publicly available;

(b) Already known to the receiving party at the time of disclosure;

(c) Independently developed by the receiving party without the use of the Confidential Information; or

(d) Disclosed with the prior written consent of the disclosing party.

5. Intellectual Property

5.1. Ownership: Any and all intellectual property created, developed, or conceived by the Partner in connection with the Services shall be the exclusive property of the Boutique.

5.2. License: The Partner grants the Boutique a perpetual, worldwide, royalty-free license to use any pre-existing intellectual property owned by the Partner that is used in connection with the Services.

6. Indemnification

6.1. Indemnification by Partner: The Partner agrees to indemnify, defend, and hold harmless the Boutique, its officers, directors, and employees from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

(a) Any breach of this Agreement by the Partner;

(b) Any negligent or willful act or omission by the Partner in the performance of the Services.

6.2. Indemnification by Boutique: The Boutique agrees to indemnify, defend, and hold harmless the Partner, its officers, directors, and employees from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

(a) Any breach of this Agreement by the Boutique;

(b) Any negligent or willful act or omission by the Boutique.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.

8. Dispute Resolution

8.1. Mediation: In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through mediation before pursuing any other legal remedies.

8.2. Arbitration: If the dispute is not resolved through mediation, the parties agree that any unresolved controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

9. Miscellaneous

9.1. Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and discussions, whether oral or written.

9.2. Amendments: This Agreement may be amended only by a written instrument signed by both parties.

9.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.4. Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision.

9.5. Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party.

9.6. Notices: Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, sent by facsimile or electronic mail, or sent by certified or registered mail, return receipt requested, to the addresses of the parties set forth above.

IN WITNESS WHEREOF, the parties hereto have executed this Boutique Agreement as of the day and year first above written.

[Your Company Name]

By:

[Your Name]

[Title]

[Month Day, Year]

[Your Partner Company Name]

By:

[Full Name]

[Title]

[Month Day, Year]

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