Lexington Business Services Agreement

Lexington Business Services Agreement

This Business Services Agreement ("Agreement") is entered into as of (the Effective Date) by and between Lexington Business Services, a service provider organized to provide business consulting and administrative services ("Service Provider"), and Client Name: ("Client"). Service Provider and Client are sometimes individually referred to as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Service Provider has represented that it has the personnel, experience, and capability to provide certain business services described below; and

WHEREAS, Client desires to engage Service Provider to perform such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that Service Provider shall perform the services as an independent contractor and that Client shall compensate Service Provider in accordance with this Agreement.

Scope of Work

Service Provider shall provide the services described below. The description below constitutes the full scope of work to be performed under this Agreement unless amended in writing by the Parties.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the services rendered under this Agreement. All amounts are in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days of receipt. Late payments shall accrue interest at the rate of percent per month (or the maximum permitted by law, if lower). Client shall also reimburse reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date:

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 by the other Party that is not cured within days after written notice specifying the breach.

Confidentiality

Each Party (as "Recipient") acknowledges that during the course of performance it may receive Confidential Information of the other Party (as "Discloser"). "Confidential Information" means non-public information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of Recipient, lawfully received from a third party without restriction, independently developed by Recipient without use of Discloser's Confidential Information, or required to be disclosed by law.

The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

Independent Contractor; Insurance; Indemnification

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider retains sole control over the means and methods of performing the services. Service Provider shall maintain appropriate insurance coverage and shall provide proof of insurance upon Client's reasonable request.

Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of its gross negligence or willful misconduct in performing its obligations under this Agreement.

Limitation of Liability

Except for liability arising from a Party's gross negligence or willful misconduct, or a breach of Confidentiality or indemnification obligations, neither Party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits. The aggregate liability of either Party for any claim arising under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to 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 principles of conflicts of law. Any dispute arising out of or relating to this Agreement shall be resolved by the exclusive jurisdiction of the state and federal courts located within that state, subject to mandatory injunctive relief where appropriate to protect Confidential Information.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below. Notices are effective upon receipt.

Entire Agreement; Amendment

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

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

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