This AGREEMENT dated October ___, 2015 is entered between D.C.T. N.Y. Corp., d/b/a Hiro Haraguchi Hair Salon, a corporation duly organized under the laws of the State of New York, with a principal place of business at 595 Madison Avenue, 4th Floor, New York, NY 10022 (the “Salon”), and Raisa Cabrera, a natural person residing at 6169 80th Street, Middle Village, NY 11379.
WHEREAS the Salon is a high-end hair salon located in midtown Manhattan;
WHEREAS Cabrera is a highly skilled and experienced Master Colorist with experience providing first class services to high-end clientele;
WHEREAS the Salon desires to hire Cabrera as a Master Colorist to work exclusively with the Salon, to develop and expand the signature, “Color Ninja Process” in cooperation with Salon personnel, including Master Stylist Hiro Haraguchi, and update décor and operations of the Salon.
NOW, THEREFORE, the parties hereby agree as follows:
1 The Salon shall hire Cabrera a Master Colorist on the terms set forth herein.
2 Cabrera Responsibilities
2.1 For a period of two (2) years from the date of this agreement, Cabrera shall perform hair-coloring and related services exclusively for the Salon.
2.2 Cabrera shall utilize her color and balayage skills to develop and expand the “Color Ninja Process,” the Salon’s signature hair coloring service, in collaboration with Master Stylist Hiro Haraguchi.
2.2.1 The Salon and Cabrera shall jointly own the Color Ninja Process.
2.3 Cabrera shall supervise, in consultation with Salon personnel including Hiro Haraguchi, the update of décor and operations of the Salon. Specifically:
2.3.1 Immediate improvements
2.3.1.1 Convert computer to Millenium for booking and email blast capabilities;
2.3.1.2 New Brushes, Combs, Whiskers, Towels for color (from existing brown to blue or black);
2.3.1.3 New Trays, Saran Wrap, Digital Timers;
2.3.1.4 New Cotton Coils, Base Cream, Foils 6x6;
2.3.1.5 New Color Painting Supplies for the first two months;
2.3.1.6 New Dish Washer and Cappuccino Machine;
2.3.1.7 Replace two (2) black washers;
2.3.1.8 Four (4) better quality chairs;
2.3.1.9 Replace Color Room Door to sliding door; and
2.3.1.10 NYC interviews and rapid review of all potential new color correction staff. The Salon shall have final decision on all hiring.
2.3.2 Improvements within forty-five (45) days
2.3.2.1 Change the Color Theme of the Salon
2.3.2.2 Upgrade to include wifi camera consultation booth with Camera, Monitors, and White Board;
2.3.2.3 Paid Launch Promotion (trade and consumer and local area) of the new Cabrera / Haraguchi Color Ninja Team (Budget to be determined through consultation between Cabrera and Haraguchi).
2.3.3 Haraguchi and Cabrera shall consult on additional improvements to Salon operations.
2.4 Cabrera shall train all Salon personnel in the latest standards and methods of service in high-end, New York City hair salons and shall supervise and monitor personnel to maintain said standards and methods of service.
2.5 Cabrera shall recruit at least two (2) color technicians to be hired by the Salon, each with minimum sales of $15,000 per month. In the event that the number of color technicians employed by the salon who generate a minimum sales of $15,000 per month, falls below two (2), Cabrera shall forthwith recruit replacement color technicians.
2.6 Cabrera shall maintain minimum monthly sales of $20,000.
2.7 Cabrera and Salon personnel including Haraguchi and Jasmin, shall meet, at minimum quarterly, to review and discuss Salon business.
3 Cabrera shall be compensated as follows:
3.1 Hair Coloring Services:
3.1.1 Cabrera shall receive a 55% commission after 10% deduction on all color correction fees of Cabrera’s clients.
3.2 Recruited Staff Client Generated Fees;
3.2.1 Cabrera shall receive an override above the split given to staff recruited by her as follows:
3.2.1.1 1.25% for fees up to $30,000 per month; and
3.2.1.2 2.5% for fees over $30,000 per month.
3.3 Salon Operations:
3.3.1 Cabrera shall receive a monthly fee of $3,000 in connection with her duties related to Salon Operations, payable in two installments on the 15th and 30th of each month.
3.3.2 The monthly fee shall be contingent upon the employment of at least two (2) color technicians generating minimum sales of at least $15,000 per month. In the event that a color technician does not achieve minimum monthly sales of at least $15,000, the monthly Salon Operations fee shall be reduced by $1,000 for each shortfall, to a maximum of $2,000. Notwithstanding, the monthly fee for the first month of this Agreement shall be guaranteed.
3.4 Signing Bonus
3.4.1 On signing this Agreement, Cabrera shall receive a $3,000 signing bonus.
4 The Salon and Cabrera agree that during the term of this Agreement, each party may disclose to the other party certain Confidential Information including but not limited to, trade secrets, current and future business plans and services, the identity and contact information for clients. All such information, as well as any information that either party
may designate to the other party as Confidential Information, shared with the other shall not be disclosed to third parties without the express permission of the disclosing party. Information designated as Confidential Information shall remain confidential until the disclosing party designates it as non-confidential or until the information becomes public through no fault of the receiving party.
4.1 The Salon and Cabrera agree that during the term of this Agreement, either party may disclose Confidential Information to its employees, attorneys, or accountants, as necessary.
4.2 The Salon and Cabrera agree that in the event either party breaches or threatens to breach the provisions of this section, such breach or threatened breach would cause irreparable harm to the non-breaching party, and the non-breaching party would be entitled to injunctive and other equitable relief to prevent such breach or to remedy an actual breach.
4.3 THE OBLIGATIONS OF CONFIDENTIALITY IMPOSED BY THIS AGREEMENT SURVIVE THE TERMINATION OF THIS AGREEMENT.
5 Termination
5.1 Either party may terminate this agreement on sixty (60) days written notice to the other.
5.2 Either party may terminate this agreement for cause immediately.
6 Non-Compete
6.1 In the event that Cabrera terminates this Agreement without cause within two (2) years of the date of this Agreement, Cabrera shall be prohibited from performing hair coloring services within a three (3) mile radius of the Salon until two (2) years from the date of this Agreement or six (6) months from the date of such termination, whichever is longer.
6.2 Cabrera shall not recruit or hire, nor shall any third party employing or working with Cabrera recruit or hire, any personnel who worked for the Salon during Cabrera’s tenure for a period of at least one (1) year after Cabrera ceases employment by the Salon.
7 MISCELLANEOUS
7.1 This Agreement shall be governed by the laws of the State of New York, without regard to conflict of law principles. For purposes of any proceeding involving this Agreement the parties hereby submit to the exclusive jurisdiction of the courts of the State of New York and of the United States having jurisdiction in the County of New York, State of New York, and waive any objection to or defense based upon the venue of any such court and any objection or defense based upon forum non conveniens.
7.2 This Agreement may not be assigned.
7.3 Complete Agreement. The terms and conditions herein contained constitute the entire Agreement between the parties hereto, and this Agreement shall supersede any and all previous agreements, whether verbal or written, which may have been entered into by the parties with respect to the subject matter hereof, and no change shall be made in this Agreement unless in writing and signed by the parties.
7.4 Validity of Agreement. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to other persons or circumstances.
7.5 Notice. All written notices required to be delivered by virtue of the provisions of this Agreement shall be deemed delivered upon delivery to the respective party at the addresses set forth as follows:
To the Salon: 595 Madison Avenue, 4th Floor, New York, NY 10022
To Cabrera: 6169 80th Street, Middle Village, NY 11379.
7.6 Captions and Heading. The headings contained in this Agreement are for reference purposes only and shall not affect the construction or interpretation of this Agreement.
7.7 Counterparts. This Agreement may be executed in several counterparts, which shall constitute one and the same instrument.
7.8 Interpretation. Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted since the respective parties have been afforded an opportunity to submit revisions to the text hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the ___