SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

HT INTERNATIONAL (THE “COMPANY”)

AND

DR. SUNIL DHAWAN (THE “CONTRACTOR”)

__________________________________________________________________________

THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter, “Effective Date”) entered into by the Company and the Contractor (Company and Contractor collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. 1.      COMMENCEMENT AND DURATION

This agreement shall be valid from the Effective Date for a duration of 1 year.

• SERVICES

The Contractor shall introduce the Company, which is in the business of helping skin care companies enter into the Indian market, to skin care decision makers executives whom the Contractor consults with. The Contractor shall dedicate 5 hours a week on provision of the services, and shall perform the services to the best of their ability and according to industry standards.

• CONTRACT SUM

For the services rendered, the Company will pay the Contractor 30% of the profits generated from selling products in India. The Company’ sole proprietor shall also be entitled to a salary.

• NON-SOLICITATION

For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this Agreement, the Contractor shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Customers, any officer, director or employee or any person who had a material business relationship with the Company in the duration of this Agreement.

• INDEMNIFICATION

The Contractor agrees to indemnify, hold harmless and defend the Company and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from but not limited to:

• the Contractor’s breach of this Agreement;
• (ii) the negligence or willful misconduct of the Contractor; or
• (iii) any allegation that the Contractor caused injury or damage to any third Person (“Person” is defined as any individual, corporation, Company, partnership, government or any other entity). 

The Contractor agrees that the Company shall have the right to participate in and control the defense of any such claim through counsel of its choosing at the Contractor’s expense.

• INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby. The Contractor hereby agrees that it will not represent to any third party that its engagement by the Company is in any capacity other than as an independent contractor.

• NON-ASSIGNMENT

The Contractor shall not transfer or assign this agreement without the Company’s consent. However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Contractor’s consent. If the Company does so, anyone to whom the Company transfers, assigns, or subcontracts any or all of its obligations will have all of the Company’s rights with respect to such obligations.

• RETURN OF THE PROPERTY

Upon the expiration or termination of this Agreement or demand by the Company, the Contractor shall return any of the Company’s property to the Company, including but not limited to; documentation, records, or confidential information. Where applicable, all property should be returned in the same condition at issuance failure to which damages shall become payable. Reasonable wear and tear will be allowed. The Contractor shall reimburse the Company for any Company property lost or damaged in an amount equal to the market price of such property.

• DISPUTE RESOLUTION

Parties agree to settle disputes under this Agreement through Arbitration in the first instance, but where the Arbitration proves unsuccessful, they shall result in Litigation.

1. TERMINATION
2. Either Party may terminate this Agreement, upon giving the other Party no less than 60 days’ notice in writing. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred.

• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. CONFIDENTIALITY

All non-public, confidential or proprietary information of the Company, disclosed by the Company to the Contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed, copied, or dealt with in any similar manner unless authorized in advance by the Company in writing.  Upon the Company’s request, the Contractor shall promptly return all documents and other confidential materials received from the Company.

The Company shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that, at the time of disclosure, (i) is or has been available publicly, other than for the reason of disclosure directly or indirectly by the Contractor; or (ii) has been made available to the Contractor and not bound by the obligation of confidentiality, or confidential information obtained independently by the Contractor without assistance, utilization, or use of confidential information. In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Company.

1. FURTHER ASSURANCES

Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

1. FORCE MAJEURE

For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

1. CHANGES TO THE AGREEMENT

Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.

1. NO WAIVER

Unless otherwise provided, failure by the Company to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement. A waiver by the Company of any right or benefit provided in this Agreement does not infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this Agreement.

1. SEVERABILITY

The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

1. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

1. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.

1. headings

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

• PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

• NOTICES

Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed duly given:

• if delivered by hand and receipted for by the party addressee, on the date of such receipt,
• (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked, or
• sent by email.

at the following addresses or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient, and the effective date of such notice shall be the date of receipt, provided such receipt has been confirmed by the recipient.

Company: __________________________________________________________________

Contractor: __________________________________________________________________

• CONTRACTOR ACKNOWLEDGEMENTS

The Contractor acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Contractor acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect the Company’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions. The Contractor also acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily.

• GOVERNING LAW

This Agreement shall be governed in all respects by the laws of California, and its Courts without regard to its conflict of law provisions.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.