This Color Correction Signature agreement ("Agreement") is entered into as
of October 21, 2015 ("Effective Date") by and between Hiro Haraguchi, Hiro
Haraguchi Salon., a corporation organized under the laws of the state of
New York, with its principal address at 41 East 57th Street, Suite 400,
New York, New York 10022, and Master Colorist Raisa Cabrera, 6169 80th
Street, Middle Village, NY 11379 for the purpose formalizing the mutual
signature brand development and operation,
MUTUAL CONFIDENTIALITY
In consideration of disclosure of Confidential Information, the parties
agrees as follows:
1. "Confidential" or "Proprietary" information shall mean the
disclosing party information, or products in which the disclosing party
claims a proprietary interest, related trade secrets, methods of
expression, processes, the disclosing party trademarks and copyrights,
contact lists, details of past current or future projects, and all
materials labeled confidential or trade secret or which the receiving
party is advised prior to disclosure are confidential or proprietary.
2. "Derivative Works" shall mean any works based on preexisting
works, such as a revision, compilation, translation, modification,
abridgment, condensation, expansion, or any other form in which such
preexisting works may be recast, transformed, or adapted, and that would
constitute copyright infringement or other infringement of proprietary
rights of others therein if prepared without the consent of the copyright
proprietor of the pre-existing work.
"Documentation" shall mean and include all written explanations, in hard
copy or machine readable format, prepared by disclosing party to describe
its products, services or other works.
4. The receiving party shall hold and maintain Confidential
Information in strictest confidence and in trust for the sole and
exclusive benefit of disclosing party.
5. The receiving party hereby recognizes the disclosing party’s
proprietary interest in its Confidential or Proprietary information,
software and products, Derivative Works and Documentation. The receiving
party agrees not to communicate, provide, disclose, transfer or otherwise
make available during the term of this Agreement or any time thereafter,
any information relating to the disclosing party’s trade secrets or
Confidential Information which the receiving party may acquire or is
disclosed to the receiving party under this Agreement, unless previously
authorized in writing by the disclosing party. The restrictions contained
herein shall not apply to (a) any information that is in the public domain
through wrongful act of the receiving party, (b) any information that is
disclosed to the receiving party by a third party having legitimate
possession thereof and the unrestricted right to make such disclosure, (c)
any information that receiving party can demonstrate was within its
legitimate possession without any obligation to keep confidential prior to
the time of disclosure under this Agreement, or (d) any information
independently developed by the receiving party where the receiving party
can establish that the development was accomplished without access to the
disclosing party's information.
6. For a period of 2 years from the termination of this Agreement,
the receiving party shall not disclose any information it receives from
the disclosing party that is orally disclosed, or that is in written or
visual form and which is marked Proprietary, Confidential, or comparable
legend, such as "Company Strictly Private" or "Company Internal Data" to
any third party, except upon on a need to know basis, with the prior
written approval from the disclosing party, and where such other party has
executed a nondisclosure agreement with the receiving party that is in
substantial conformity with this agreement, but which in no event provides
less protection to the disclosing party than under this Agreement. The
receiving party shall use the same degree of care to avoid disclosure or
use of the Proprietary Information as the receiving party employs with
respect to its own proprietary information of like importance.
7. The receiving party acknowledges and agrees that any disclosure
or misappropriation of any of the Confidential or Proprietary Information
in violation of this Agreement may cause the disclosing party irreparable
harm, the amount of which may be difficult to ascertain and, therefore,
agrees that the disclosing party shall have the right to apply to a court
of competent jurisdiction for any order restraining any such further
disclosure or misappropriation and for such other relief as may be
appropriate. Such right of the disclosing party is in addition to remedies
otherwise available to the disclosing party at law or in equity.
8. At the termination of the obligations under this Agreement, or
upon the written request of the disclosing party the receiving party shall
either return to the disclosing party all confidential and Proprietary
Information, Derivative Works and Documentation received by the receiving
party or the receiving party shall destroy such materials and all copies,
and said destruction shall be certified in writing by officer of the
receiving party.
9. If any provision of this Agreement as applied to either party
or to any circumstance, shall be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, unless such court
decision defeats the purpose of this Agreement, the same shall in no way
affect (to the maximum extent permissible by law) any other provision
under circumstances different from those adjudicated by the court, or the
validity or enforceability of this Agreement as a whole.
Neither party may assign any rights nor delegate any duties under this
Agreement without the other party’s prior written consent, and any
attempt to do without that consent shall be void. This Agreement will bind
and inure to the benefit of the parties and their respective successors
and permitted assigns.
This Agreement terminates three (3) years from the Effective Date.
12. This Agreement is entered into in the State of New York and will
be governed and construed according to the laws of the State of New York,
without regard to principles of conflicts of law.
DEAL MEMO
Hiro Salons will pay Raisa Cabrera:
50 % of her color correction client’s fees.
2.5% of her recruited staff client fees as an override above the split
given to staff.
$3,000 per month (paid monthly to Raisa Cabrera) on the 15th and 30th of
each month) as an ongoing consulting fee for the design, development,
supervision and expansion of the Hiro Salon – Color Ninja Process. This
concept is mutually owned and is based upon Raisa Cabrera’s color
balayage skills and is subject to the contained mutual non disclosure
agreement between Hatraguchi and Cabrera.
The agreed to initial (immediate) changes to the salon facilities include
(but are not limited to):
(Immediate)
Convert computer to Millenium for booking and email blast capabilities.
New brushes/combs/whiskers/towels for color (dark blue or black vs.
existing brown)
New Trays/ Saran Wrap/ Digital Timers
New Cotton Coils/ Base Cream/ Foils 6X6
New Color Painting Supplies for first two months
New Painting Bleach and Developers
New Dish Washer/ Cappuccino machine.
Replace 2 Back Washers
4 Better chairs (for Raisa 4 station launch area)
Change Color Room Door to sliding door
NYC interviews and rapid review approvals of all potential new color
correction staff
(Very Quickly Thereafter)
Change Color Theme of the salon
Upgrade to include wifi camera consultation booth. Camera / Monitors/
White Board
Paid launch promotion (trade and consumer and local area) of the new
Hiro/Raisa (Color Ninja) Team
IN WITNESS WHEREOF, the authorized parties below hereby execute this
Agreement.