6) CONFIDENTIALITY
a. “Confidentiality and Proprietary Information” means (i) the ingredients, their relative concentrations and techniques for mixing and conditioning that comprise the Product(s) and/or Custom Formulation(s) and
(ii) all information about Vision Labs Beauty current or future business operations and business plans, pricing, research and development, future products, financial information, and all Intellectual Property rights and trade secrets developed by Vision Labs Beauty in conjunction thereof.
b. Protection of Confidential and Proprietary Information. Without Vision Labs Beauty written consent, Customer shall not provide, disclose, nor otherwise make available to any third party any of Vision Labs Beauty Confidential and Proprietary Information. Further, except as expressly provided herein, Customer will not use or disclose such Confidential and Proprietary Information without Vision Labs Beauty prior written consent, except to Customer’s employees or consultants on a need to-know basis, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential and Proprietary Information that are at least as
restrictive as Customer’s obligations under this section. In addition to the foregoing nondisclosure obligations, Customer agrees to use at least the same care and precaution in protecting such Confidential and Proprietary Information as it uses to protect its own confidential and proprietary information and trade secrets, and in no event less than reasonable care. Customer shall return all confidential Information on promptly upon Vision Labs Beauty request or upon termination of this Agreement.
c. Customer acknowledges that Vision Labs Beauty has a valuable and proprietary interest in the formula on of its stock cosmetic bases, other Product(s) and the Custom Formula on(s).

7) REPRESENTATIONS AND WARRANTIES
a. Customer hereby represents warrants and covenants to Vision Labs Beauty as follows:
i. In providing to Vision Labs Beauty any and all Product specifications, ingredients, labels, packaging, and materials of any kind, Customer represents and warrants that it has the requisite authority to stipulate and provide such specifications, ingredients, labels, packaging, and materials and that such components, either individually or in combination shall not infringe any third party rights of ownership or use.
ii. Customer shall comply with all laws and regulations relating to the conduct of its business in all jurisdictions where it does business.
iii. Customer shall comply with all laws and regulations relating to the marketing, sale, and use of the Product in all jurisdictions where it does business.

b. Vision Labs Beauty represents and warrants to Customer:
I. At all times during the term of this Agreement, Vision Labs Beauty shall maintain Good
Manufacturing Practices and Procedures.

8) ACCEPTANCE AND LIMITED WARRANTY
a. Acceptance – For purposes of any time-sensitive project under this Agreement, Customer must give Vision Labs Beauty written notice of any products that Customer wishes to reject and not accept under the terms of this Agreement within ten (10) business days of receipt of such Product(s) by Customer. In the event that Customer does not reject the received Product(s) within the 10-day period, then the Product(s) shall be deemed to be accepted by Customer.
b. Warranty for Defects – In the event that Customer considers the Product(s) and/or Custom Formulation(s) provided by Vision Labs Beauty to be defective in either materials or workmanship, Customer must give Vision Labs Beauty notice in writing of such alleged defect(s) no later than ten (10) days from the date of delivery (the Warranty Period) of the Product(s) to Customer or Customer’s agent. Such written notice shall state with particularity in what respects the Product(s) is nonconforming or defective. Customer shall return to Vision Labs Beauty a sample of the Product(s) which it claims are nonconforming or defective at Customer’s expense and safeguard the remaining product pending resolution of the warranty claim. If Vision Labs Beauty, in its sole discretion, agrees
with Customer that the Product(s) are non-conforming or defective, and that the cause is
determined to be the fault of Vision Labs Beauty, then Vision Labs Beauty shall have a reasonable time to either (i) cure any nonconforming or defective tender by substituting conforming Product(s) at Vision Labs Beauty expense or (ii) refund Customer’s purchase price. Either remedy is subject to Vision Labs Beauty sole discretion. In the event that Customer does not inform Vision Labs Beauty in writing regarding any alleged defect in the Product(s) within- the ten day notice period, Customer waives all rights under any applicable law to raise a claim.

9) LIMITATION OF LIABILITY AND INDEMNITIES
a. Limitation of Liability – Under no circumstances shall either Party or its respective officers, directors, shareholders, employees or agents be liable to the other Party for indirect, incidental, consequential, special, exemplary or speculative damages, arising out of this Agreement, including but not limited to loss of revenue or profits, loss of use, or other consequential business opportunities, even if advised of the possibility of such damages.
b. EXCEPT AS STATED IN SECTION 8, Vision Labs Beauty DISCLAIMS ANY AND ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ESPECIALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
c. Customer agrees to indemnify, defend and hold Vision Labs Beauty, its owners, directors, employees, and agents (“Indemnified Par es”) harmless against any claims, units, damages, liabilities, judgments, losses, costs and expenses (including a attorneys’ fees) made against or incurred individually or collectively by the Indemnified parties, as a result of any of the following: (i) any breach of this Agreement by Customer, Independent contractors or agents, (ii) any claim of infringement or for defects, related to any Specifications, ingredients, labels, packaging, and materials of any kind provided by or
stipulated by Customer under this Agreement, (iii) injury or death suffered by anyone related to the product(s), Services, or Custom Formula on(s) due to specifications stipulated or approved by Customer or occurring after the Product(s) leave the care, custody, and control of Vision Labs Beauty at the delivery destination under this Agreement.

10) TERM AND TERMINATION
a. Term and Termination. This Agreement shall supersede all previously signed agreements and will become effective upon the date first set forth pertaining to applicable paid tax invoice and shall continue for a period of two (2) years or unless all obligations here under have been completed, unless earlier terminated by either Party upon 30 days written notice or by fulfillment of all responsibilities of the Parties.
b. Either Party may terminate this Agreement (i) upon a material breach by the other that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach with particularity.
c. In the event of termination for any reason, such termination shall not affect Customer’s obligation to pay for the work and expenses performed while under this Agreement (at any stage of completion) at the me of termination. Nor shall the Limitations of Liability (Sec on 9) be affected by the termination of the Agreement for any reason.

11) MISCELLANEOUS
a. Amendment. The Agreement may not be modified or amended unless in writing by mutual agreement of the Parties.
b. No Assignment. Customer may not assign, sell, or otherwise transfer any or all rights and
obligations under this Agreement to any third party without the prior written consent of Vision Labs Beauty.
c. Integration. This agreement is a complete and exclusive statement of the Agreement between the Parties and supersedes all prior and contemporaneous agreements, negotiations, discussions, and Proposals, oral or written, and any and all other communication relating to the subject matter of this Agreement.
d. Sever-ability. In the event of the invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement
e. Dispute Costs. In the event that either Party initiates dispute resolution on proceedings in any way related to this Agreement, the prevailing party shall be entitled to the award of dispute resolution costs and expenses, including but not limited to all reasonable media on, court, or arbitration costs, as well as a attorneys’ fees and expenses not to exceed the total cumulative liability (Sec on 9.4).
f. Notices. Any notice or other communication required shall be in writing.

12) FORCE MAJEURE
a. Neither Party shall bear responsibility for the complete or partial non-performance of any of its Obligations if the non-performance results from such unforeseeable circumstances as natural calamities, fire, changes of export/import regulations or law of any countries or territories with authority and jurisdiction, unavailability of supply or ingredients, failure of transport, or any other circumstances beyond the foreseeable control of either Party. The time stipulated for the fulfillment of the obligations shall be extended for a period equal to the duration of such circumstances. The Party for whom it has become impossible to meet its obligations under the Agreement shall
immediately advise the circumstances preventing the fulfilment of its obligations and shall take all reasonable actions to cure the force majeure event(s). If the above circumstances last more than 6 months, either Party shall have the right to seek modification of the Agreement or, alternatively, its termination. The other Party shall not unreasonably withhold its consent.
13) GOVERNING LAW AND DISPUTES
a. This Agreement shall be governed by the laws of South Africa to the exclusion of all other conflict of law alternatives. The Parties consent to the exclusive jurisdiction on and venue of the state and federal courts located in South Africa, for any mediation, arbitration, action, suit, or legal proceeding arising in connection with this Agreement.
b. Negotiation. Except for a request for injunctive relief or other provisional remedy which may be sought from a court, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach hereof or thereof, including any claim based on contract, tort or statute, and including any controversy about whether a claim is subject to arbitration or whether this Sec on 13 is valid or enforceable (any such dispute, controversy or claim, a “Dispute”), shall be resolved in accordance with the procedures set forth in this Sec on 13. In the event any Dispute arises, each Party shall first promptly provide the other Party with a general written Dispute arising, each Party shall first promptly provide the other Party with a general written statement of its claim(s) and position(s).
This statement need not be complete and will not limit the claims of a Party in any further procedure. The statement shall indicate that it is the first statement of a formal dispute resolution process under this Agreement. If the Parties cannot resolve the Dispute within 15 days of receipt of the first of these written statements, a claimant may proceed as set forth in Sec on 13.3 below. c. Mediation. If a dispute cannot be settled through negotiations contemplated under Sec on 13.2, the Parties agree to endeavour to settle the Dispute in an amicable manner by mediation administered by the Judicial Arbitration and Mediation Services under its Comprehensive Mediation Rules, before resorting to arbitration under Sec on 13.4. if for any reason, the Dispute is not settled by mediation within 30 days after a Party elects to proceed by media on (commencing upon the date a Party delivers notice to the other Party of its intention to proceed to media on), any unresolved dispute shall be settled by arbitration as contemplated under Sec on 13.4. d. Arbitration. Any dispute not resolved pursuant to sec on 13.2 or 13.3 shall be solely and finally settled by arbitration by one arbitrator in accordance with the then-existing Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services. Each Party agrees that the award of the arbitrator shall be final and non-appealable and shall be the sole and exclusive remedy between or among them regarding any and all claims, counterclaims, issues and accounting presented to the arbitrator, irrespective of the magnitude thereof. All arbitration proceedings shall be conducted pursuant to the Judicial Arbitration and Mediation Services rules in South Africa as modified pursuant to this Sec on 13.4. The number of arbitrators shall be one, which person shall be neutral, have sufficient business experience and not be a practicing attorney, and shall be mutually agreed upon by all Parties within 60 days after a written request for arbitration by one Party is delivered to all other parties. In the event that the Parties cannot agree on an arbitrator, the arbitrator shall be selected within 10 days thereafter by the Judicial Arbitration and Mediation Services from a list submitted by the Parties, with each Party having the right to propose two names, If a qualified arbitrator cannot be appointed from the initial list, the process will be repeated every five days thereafter until a qualified arbitrator is selected. Each party agrees to facilitate the arbitration by: (i) making available to each other and to the arbitrator for inspection and extraction all documents, books, records and personnel under their control as the arbitrator shall determine to be relevant to the dispute; (ii) conducting arbitration hearings to the greatest extent possible on successive, contiguous days; and (iii) observing strictly the time periods established by the Judicial Arbitration and Mediation Services rules or by the arbitrator for the submission of evidence and briefs. All papers, documents or evidence, whether written or oral, filed with or presented to the arbitrator shall be deemed by the parties and the arbitrator to be confidential information. No party, expert or arbitrator shall disclose in whole or in part to any other person any confidential information submitted by any other person in connection with any arbitration proceedings, except to the extent (i) Required by law or regulation, (ii) Reasonably necessary to assist counsel in the arbitration or preparation for arbitration of the dispute or (iii) That such “confidential” information was previously or subsequently becomes known to the disclosing party without restrictions on disclosure, was independently developed by such disclosing party or becomes publicly known through no fault of the disclosing party. The arbitrator shall issue a written explanation of the reasons for the award and a full statement of the facts as found and the rules of law applied in reaching their decision to the parties. Such explanation of the award and the statement of facts shall be treated as confidential information. The arbitrator is empowered to render the following awards in accordance with any provision of this Agreement: (i) enjoining a party from performing any act prohibited or compelling a party to performing act required, by the terms of this Agreement and any order entered pursuant to this Agreement or deemed necessary by the arbitrator to resolve disputes arising under or relating to this Agreement or order; (ii) (ii) where, and only where, violations of this Agreement have been found, shortening or lengthening any period established by this Agreement or order; and (iii) (iii) ordering such other legal or equitable relief (subject to the limitations on liability set forth (herein and therein) or specifying such procedures as the arbitrator deems appropriate, to resolve any dispute submitted to it for arbitration. The arbitration proceeding and the arbitrator shall resolve in their award the extent to which of the parties shall bear the arbitration costs. Each party hereby waives to the extent permitted by law all jurisdictional defenses, objections as to venue and any rights to appeal or to review of such award by any court or tribunal. Each party agrees that the arbitral award may be found and that a judgment on the arbitration award may be entered in any court having competent juristic on over the parties or their assets.