Business Services Lockett

BUSINESS SERVICES LOCKETT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business consulting, administrative support, process design, and related professional services; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the complete, exclusive, and binding terms of their relationship with respect to the Services described below.

SCOPE OF WORK

Service Provider shall perform the Services described above in a professional and workmanlike manner consistent with industry standards. Service Provider will provide periodic status updates and shall comply with Client's reasonable policies and procedures as communicated in writing prior to commencement of affected work.

PAYMENT TERMS

Client shall pay undisputed invoices within the period specified above. If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate specified in the Late Payment Fee field above, or if no rate is specified, at the lesser of 1.5% per month or the maximum lawful rate. Client is responsible for all reasonable costs of collection, including attorneys' fees, for amounts overdue more than thirty (30) days.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

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

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely for the performance of its obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure by the disclosing party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If the receiving party is required by law or competent legal process to disclose Confidential Information, it shall provide prompt written notice to the disclosing party to allow it to seek a protective order or other appropriate remedy.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that disputes arising under this Agreement will be resolved in the courts of that State, subject to the parties' right to seek equitable relief in any jurisdiction as necessary to protect proprietary rights.

ENTIRE AGREEMENT

This Agreement, including 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 understandings, proposals, negotiations, representations, and agreements, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. No waiver of any breach shall be deemed a waiver of any other breach or of any subsequent breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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