Business Services Lindsay Law

BUSINESS SERVICES AGREEMENT (Lindsay Law)

This Business Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

Service Provider Address:

Client Address:

WHEREAS

WHEREAS, Service Provider is duly qualified and experienced in providing legal, advisory and business services, including but not limited to counsel on corporate governance, contract drafting and compliance; and

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

WHEREAS, the parties intend that the terms of this Agreement constitute the full and binding statement of their agreement with respect to the matters addressed herein.

SCOPE OF WORK

Service Provider will provide the professional services and deliverables described below. Service Provider shall perform services with the degree of skill, care and diligence ordinarily exercised by professionals providing similar services and shall comply with applicable laws and professional rules.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following terms.

Invoices are due within days of receipt. Overdue amounts shall bear interest at the rate of per month (or the maximum lawful rate), compounded monthly, plus reasonable collection costs. Acceptance of any late payment by Service Provider does not waive any breach by Client.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within a commercially reasonable time after written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession before receipt from the disclosing party; (c) is obtained by the receiving party from a third party having the right to disclose it; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) maintain the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisers who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

If disclosure is required by law, the receiving party shall promptly notify the disclosing party (unless prohibited) and cooperate in seeking protective measures. Remedies for breach include injunctive relief in addition to other available remedies.

INDEPENDENT CONTRACTOR; ASSIGNMENT

The parties agree that Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider is solely responsible for all taxes and withholdings. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its business.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State.

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 and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy certain breaches and that injunctive relief may be appropriate.

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