Business Services Lexus

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES LEXUS

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

Client Name:

Service Provider:

RECITALS

WHEREAS, the Service Provider is engaged in the business of providing business consulting, operational support, and related services, and represents that it has the experience, personnel and resources necessary to perform the services contemplated by this Agreement; and

WHEREAS, the Client desires to retain the Service Provider to perform certain services for the benefit of the Client on the terms and conditions set forth herein, and the Service Provider is willing to perform such services under those terms; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

The Service Provider shall perform the services described above (Services) in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work shall be documented in a written Change Order signed by authorized representatives of both parties and shall specify any adjustments to Compensation and Schedule.

2. PAYMENT TERMS

Unless otherwise agreed in writing, invoices are due and payable within the period set forth in the Payment Schedule. Client shall pay all undisputed amounts in accordance with the Payment Schedule. Any undisputed amount not paid when due shall accrue interest at the rate set forth above. Client shall be responsible for any collection costs, including reasonable attorneys' fees, incurred by Service Provider in enforcing payment.

3. TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience by providing the other party written notice as set forth above. Either party may terminate immediately upon written notice for material breach by the other party that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and not disclose to any third party any Confidential Information of the other party (Disclosing Party) except as required to perform the Services or as required by law. "Confidential Information" means non-public business, technical, financial, or other proprietary information disclosed in any form. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or written request, Receiving Party shall return or destroy Confidential Information and certify such destruction if requested.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. All work product specifically created for Client in the course of performing the Services (Deliverables) shall be owned by Client upon full payment of all amounts due, except that Service Provider retains a non-exclusive, worldwide, royalty-free license to use general knowledge and skills acquired during performance. Service Provider shall obtain written assignments from its personnel to effectuate these rights as necessary.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. The indemnified party shall provide prompt written notice of any claim and allow the indemnifying party to control the defense and settlement, provided that no settlement that admits fault or imposes obligations may be made without the indemnified party's consent.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability (errors and omissions) insurance with limits appropriate to the Services provided, and shall provide certificates of insurance upon Client's reasonable request. Maintaining insurance does not limit Service Provider's indemnity obligations under this Agreement.

8. NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or overnight courier to the addresses set forth above (or to such other address as a party may designate by notice). Notices are effective upon receipt.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in accordance with the arbitration rules applicable at the time, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

10. ENTIRE AGREEMENT; AMENDMENT

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

11. MISCELLANEOUS

Relationship of the Parties: The Service Provider is an independent contractor. Nothing in this Agreement creates a joint venture, partnership, or employment relationship. Neither party may bind the other without express written authority.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver by either party of any breach shall not constitute a waiver of any subsequent breach.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be treated as original signatures.

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