exhibit 10.11



MY
PERSONAL SALON

STYLIST AGREEMENT (SAMPLE)


 


This Independent Contractor Agreement (the "Agreement") is made and
entered between ___________________, an independent contractor
hereafter referred to as "Contractor", and My Personal Salon, Inc.
hereafter referred to as "Company".


In
consideration of the covenants and conditions hereinafter set forth, Company
and Contractor agree as follows:


1.        
SERVICES




 Contractor
shall perform the following services for the Company (the "Work").

Perform the specific beauty care
services that the contractor is licensed to perform or has a demonstrated
experience in that does not require a license. 





2.        
REPORTING




Contractor shall report to
________, Director.  Contractor shall
provide a weekly written report to the Company on his progress on appointments.





3.        
TERM




This Agreement shall commence on
___________________ and shall expire on December 31, ___.  Contractor agrees to perform services for
the Work to Company on or before the expiration of the term set forth above. 
The Company may terminate the use of
Contractor's services at any time without cause and without further obligation
to Contractor except for payment due for services prior to date of such
termination.  Termination of this
Agreement or termination of services shall not affect the provisions hereof,
which shall survive any termination.





4.        
PAYMENT




Contractor will be paid for Work
performed under this Agreement as follows: Payroll is disbursed every Friday
for the previous weeks work totaling fifty percent (50%) of the total service
revenue generated solely by the independent contractor.  This may be done through direct deposit or
through a written check.





 5.        
CONFIDENTIALITY
AND OWNERSHIP




(a)                           
Contractor recognizes and acknowledges that the Company
possesses certain confidential information that constitutes a valuable,
special, and unique asset.  As used
herein, the term "confidential information" includes all information
and materials belonging to, used by, or in the possession of the Company
relating to its products, processes, services, technology, inventions, patents,
ideas, contracts, financial information, developments, business strategies,
pricing, current and prospective customers, marketing plans, and trade secrets
of every kind and character, but shall not include (a) information that was
already within the public domain at the time the information is acquired by
Contractor, or (b) information that subsequently becomes public through no act
or omission of the Contractor.  Contractor agrees that all of the confidential information is and shall
continue to be the exclusive property of the Company, whether or not prepared
in whole or in part by Contractor and whether or not disclosed to or entrusted
to Contractor's custody.  Contractor
agrees that Contractor shall not, at any time following the execution of this
Agreement, use or disclose in any manner any confidential information of the
Company.





 






(b)                          
To the extent any inventions, technologies, reports,
memoranda, studies, writings, articles, plans, designs, specifications,
exhibits, software code, or other materials prepared by Contractor in the
performance of services under this Agreement include material subject to
copyright protection, such materials have been specially commissioned by the
Company and they shall be deemed "work for hire" as such term is
defined under U.S. copyright law.  To
the extent any such materials do not qualify as "work for hire" under
applicable law, and to the extent they include material subject to copyright,
patent, trade secret, or other proprietary rights protection, Contractor hereby
irrevocably and exclusively assigns to the Company, its successors, and
assigns, all right, title, and interest in and to all such materials.  To the extent any of Contractor rights in
the same, including without limitation any moral rights, are not subject to
assignment hereunder, Contractor hereby irrevocably and unconditionally waives
all enforcement of such rights.  Contractor shall execute and deliver such instruments and take such
other actions as may be required to carry out and confirm the assignments
contemplated by this paragraph and the remainder of this Agreement.  All documents, magnetically or optically
encoded media, and other tangible materials created by Contractor, as part of
its services under this Agreement shall be owned by the Company.





 6.        
RETURN
OF MATERIALS




Contractor agrees that upon
termination of this Agreement, Contractor will return to the Company all
drawings, blueprints, notes, memoranda, specifications, designs, writings,
software, devices, documents and any other material containing or disclosing
any confidential or proprietary information of the Company.  Contractor will not retain any such
materials.





7.        
WARRANTIES




Contractor warrants that:

(a)                           
Contractor's agreement to perform the Work pursuant to this
Agreement does not violate any agreement or obligation between Contractor and a
third party; and

(b)                          
The Work as delivered to the Company will not infringe any
copyright, patent, trade secret, or other proprietary right held by any third
party; and

(c)                           
The services provided by Contractor shall be performed in a
professional manner, and shall be of a high grade, nature, and quality.  The services shall be performed in a timely
manner and shall meet deadlines agreed between Contractor and the Company.





8.        
INDEMNITY




Contractor agrees to indemnify,
defend, and hold the Company and its successors, officers, directors, agents
and employees harmless from any and all actions, causes of action, claims,
demands, cost, liabilities, expenses and damages (including attorneys' fees)
arising out of, or in connection with any breach of this Agreement by
Contractor.





 9.        
RELATIONSHIP
OF PARTIES




Contractor is an independent
contractor of the Company.  Nothing in
this Agreement shall be construed as creating an employer-employee
relationship, as a guarantee of future employment or engagement, or as a
limitation upon the Company' sole discretion to terminate this Agreement at any
time without cause.  Contractor further
agrees to be responsible for all of Contractor's federal and state taxes,
withholding, social security, insurance, and other benefits.  Contractor shall provide the Company with
satisfactory proof of independent contractor status.





 





10.      
OTHER
ACTIVITIES




Contractor is free to engage in
other independent contracting activities, provided that Contractor does not
engage in any such activities which are inconsistent with or in conflict with
any provisions hereof, or that so occupy Contractor's attention as to interfere
with the proper and efficient performance of Contractor's services there under. 
Contractor agrees not to induce or attempt
to influence, directly or indirectly, any employee at the Company to terminate
his/her employment and work for Contractor or any other person.





 11.      
MISCELLANEOUS




(a)                           
Attorneys' Fees.  Should either party hereto, or any heir, personal representative,
successor or assign of either party hereto, resort to legal proceedings in
connection with this Agreement or Contractor's relationship with the Company,
the party or parties prevailing in such legal proceedings shall be entitled, in
addition to such other relief as may be granted, to recover its or their
reasonable attorneys' fees and costs in such legal proceedings from the
non-prevailing party or parties.


(b)                          
Governing Law.  This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to conflict of law principles.


(c)                           
Entire Agreement.  This Agreement contains the entire agreement and understanding between
the parties hereto and supersedes any prior or contemporaneous written or oral
agreements, representations and warranties between them respecting the subject
matter hereof.


(d)                          
Amendment.  This
Agreement may be amended only by a writing signed by Contractor and by a duly
authorized representative of the Company. 


(e)                           
Severability.  If any term, provision, covenant or condition of this Agreement, or the
application thereof to any person, place or circumstance, shall be held to be
invalid, unenforceable or void, the remainder of this Agreement and such term,
provision, covenant or condition as applied to other persons, places and
circumstances shall remain in full force and effect. 


(f)                            
Construction.  The headings and captions of this Agreement are provided for convenience
only and are intended to have no effect in construing or interpreting this
Agreement.  The language in all parts of
this Agreement shall be in all cases construed according to its fair meaning
and not strictly for or against either party. 


(g)                           
Rights Cumulative.  The rights and remedies provided by this Agreement are cumulative, and
the exercise of any right or remedy by either party hereto (or by its
successor), whether pursuant to this Agreement, to any other agreement, or to
law, shall not preclude or waive its right to exercise any or all other rights
and remedies. 


(h)                           
Nonwaiver.  No
failure or neglect of either party hereto in any instance to exercise any
right, power or privilege hereunder or under law shall constitute a waiver of
any other right, power or privilege or of the same right, power or privilege in
any other instance.  All waivers by either
party hereto must be contained in a written instrument signed by the party to
be charged and, in the case of the Company, by an officer of the Company or
other person duly authorized by the Company. 


(i)                             
Remedy for Breach.  The parties hereto agree that, in the event of breach or threatened
breach of any covenants of Contractor, the damage or imminent damage to the
value and the goodwill of the Company's business shall be inestimable, and that
therefore any remedy at law or in damages shall be inadequate.  Accordingly, the parties hereto agree that
the Company shall be entitled to injunctive relief against Contractor in the
event of any breach or threatened breach of any of such provisions by
Contractor, in addition to any other relief (including damages) available to
the Company under this Agreement or under law.





 





 




(j)                            
Notices.  Any
notice, request, consent or approval required or permitted to be given under
this Agreement or pursuant to law shall be sufficient if in writing, and if and
when sent by certified or registered mail, with postage prepaid, to
Contractor's residence (as noted below), or to the Company's principal office,
as the case may be. 


(k)                          
Assistance.  Contractor shall, during and after termination of services rendered,
upon reasonable notice, furnish such information and proper assistance to the
Company as may reasonably be required by the Company in connection with work
performed by Contractor; provided, however, that such assistance following
termination shall be furnished at the same level of compensation as provided in
Section 2. 


(l)                             
Disputes.  Any
controversy, claim or dispute arising out of or relating to this Agreement or
the relationship, either during the existence of the relationship or
afterwards, between the parties hereto, their assignees, their affiliates,
their attorneys, or agents, shall be litigated solely in state or federal court
in New York, New York.  Each party (1)
submits to the jurisdiction of such court, (2) waives the defense of an
inconvenient forum, (3) agrees that valid consent to service may be made by
mailing or delivery of such service to the New York Secretary of State (the
"Agent") or to the party at the party's last known address, if
personal service delivery can not be easily effected, and (4) authorizes and directs
the Agent to accept such service in the event that personal service delivery
can not easily be effected.  


EACH PARTY, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE
PARTIES HERETO. 


 


  	Company:	Contractor:
		
	By:	
        

      	By: 	
        

      
		                  
        [Signature]
	Title: 	
        

      	Name:	
        

      
		                      
        (Print)
	Date:	
        

      	Social Security #
		Address: