Business Document LSU Document

BUSINESS SERVICES AGREEMENT (LSU DOCUMENT)

This Business Services Agreement ("Agreement") is entered into as of between ("Party A") and ("Party B"). Party A and Party B may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Party A is engaged in providing certain professional services and possesses the experience and resources necessary to provide such services; and

WHEREAS, Party B desires to retain Party A to perform the services described herein, and Party A agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and other matters related to the engagement.

1. SCOPE OF WORK

2. PAYMENT TERMS

In consideration for the services to be rendered by Party A, Party B shall pay Party A as set forth below. All amounts are payable in lawful currency.

Invoices shall be submitted by Party A in accordance with the Payment Schedule. Unless otherwise agreed in writing, Party B shall pay all undisputed invoices within days of receipt. Payment shall be made to the remittance address or account specified by Party A.

Any amount not paid when due shall accrue interest at the lesser of: (a) per month (equivalent to 18% per annum), or (b) the maximum rate permitted by applicable law. In addition to interest, Party B shall be responsible for all reasonable collection costs, including attorneys' fees and court costs, incurred by Party A in collecting past-due amounts.

3. TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

Upon termination, Party A shall be entitled to payment for services performed and expenses incurred through the effective date of termination, subject to offsets for any amounts owed by Party A to Party B.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public, proprietary, or confidential information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection.

The Receiving Party shall (a) hold the Confidential Information in strict confidence and use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information (but in no event less than reasonable care); (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction on use or disclosure.

The obligations under this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they meet the legal definition of a trade secret.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement will not violate any other agreement or obligation by which it is bound.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either Party be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either Party for any claim arising out of or relating to this Agreement shall not exceed the total compensation paid or payable to Party A under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

7. NOTICES

All notices, requests, demands, and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between senior representatives. If negotiation fails, the Parties may pursue any available remedies in the state or federal courts located in the State of Louisiana.

9. ASSIGNMENT

Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Party A may assign this Agreement in whole or in part to an affiliate or in connection with a sale of substantially all of its assets or equity; provided that the assignee assumes Party A's obligations hereunder in writing.

10. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

11. MISCELLANEOUS

If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith a substitute provision to effect the original intent. No waiver of any breach shall be deemed a waiver of any subsequent breach.

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