Business Services Agreement LGL Technologies

Business Services Agreement — LGL Technologies

Parties and Effective Date

This Business Services Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Service Provider has specialized expertise in providing technical, development, consulting and related business services; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement set forth the full understanding between them with respect to the subject matter herein.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described above in a professional and workmanlike manner in accordance with industry standards. Any change in scope that materially affects cost or schedule shall be documented in a written change order signed by both parties.

Payment Terms

Any undisputed amount not paid within days of invoice shall accrue interest at the lesser of % per month or the maximum permitted by applicable law.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause upon material breach that remains uncured for 30 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use it solely to perform obligations or exercise rights under this Agreement, and (c) not disclose it to third parties except to its employees and contractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein. Confidential Information shall not include information that is: (i) already known to the receiving party without obligation of confidentiality; (ii) becomes publicly known other than by breach of this Agreement; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party's Confidential Information. Upon termination of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy the disclosing party's Confidential Information and certify such destruction in writing.

Independent Contractor; Indemnification

Service Provider is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency. Service Provider shall be responsible for all taxes, withholdings and other statutory obligations arising from payment for services.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of that party's gross negligence, willful misconduct or breach of this Agreement, except to the extent caused by the negligence or willful misconduct of the indemnified party.

Limitation of Liability

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, indirect or punitive damages. Each party's aggregate liability arising from or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, either party may pursue any remedy available at law or in equity in the courts of the chosen governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits or signed change orders, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above, and shall be deemed given upon personal delivery, three days after deposit in the U.S. mail, or one day after deposit with an internationally recognized overnight courier service.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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