by its nature or the circumstances surrounding its disclosure should
reasonably be regarded as confidential or proprietary.
Confidential Information
includes not only written or other tangible information, but also information
transferred orally, visually, electronically or by any other means.
Confidential Information shall not include information that (i) is in or enters
the public domain without breach of this Agreement, (ii) the receiving party
lawfully receives from a third party without restriction on disclosure and, to
the receiving party's knowledge, without breach of a nondisclosure obligation,
or (iii) is independently developed by the receiving party.
"Contribution Agreement" has the meaning ascribed thereto in the recitals to
this Agreement.
"Dispute" has the meaning ascribed thereto in Section 5.7.
"Event of Force Majeure" has the meaning ascribed thereto in Section 2.5.
"ICC Rules" has the meaning ascribed thereto in Section 5.7.
"LSB 2" has the meaning ascribed thereto in the preamble hereto.
"Services" has the meaning ascribed thereto in Section 2.1.
"Term" has the meaning ascribed thereto in Section 4.1.
"Tubos" has the meaning ascribed thereto in the preamble hereto.
"Tubos Entities" means Tubos and its subsidiaries and Affiliates providing
Services hereunder and "Tubos Entity" shall mean any of the Tubos Entities.
"Tubos Indemnified Person" has the meaning ascribed thereto in Section 3.1.
"Tubos Losses" has the meaning ascribed thereto in Section 3.1.
"Outsourced Service" has the meaning ascribed thereto in Section 2.3.
"Vendor Contract" has the meaning ascribed thereto in Section 3.1.
2
"Vendor Services" shall mean any Services that are third party,
vendor/out-sourced services.
SECTION 1.2
INTERNAL REFERENCES.
REFERENCES TO ARTICLES, SECTIONS
AND PARAGRAPHS SHALL REFER TO THE CORRESPONDING ARTICLES, SECTIONS AND
PARAGRAPHS IN THIS AGREEMENT AND REFERENCES TO THE PARTIES SHALL MEAN THE
PARTIES TO THIS AGREEMENT.
ARTICLE II.
PURCHASE AND SALE OF SERVICES
SECTION 2.1
PROVISION OF SERVICES.
(A)
ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT AND
IN CONSIDERATION OF THE LSB 2 INVESTMENT, LSB 2'S ENTERING INTO OF THE
CONTRIBUTION AGREEMENT AND THE SERVICE CHARGE DESCRIBED IN SCHEDULE I, TUBOS
AGREES TO PROVIDE OR CAUSE TO BE PROVIDED TO THE COMPANY AND ITS SUBSIDIARIES,
DURING THE TERM OF THIS AGREEMENT, THE SERVICES NECESSARY FOR THE CONTINUITY OF
THE BUSINESS OF THE COMPANY, INCLUDING BUT NOT LIMITED TO THE SERVICES DESCRIBED
IN SCHEDULE I, IN A COMMERCIALLY REASONABLE MANNER AND LEVEL OF SERVICE AND,
WHERE APPLICABLE, IN A MANNER AND RELATIVE LEVEL OF SERVICE CONSISTENT IN ALL
MATERIAL RESPECTS WITH THAT PROVIDED BY TUBOS OR ITS SUBSIDIARIES TO THE
FACILITY AND THE COMPANY PRIOR TO THE DATE OF THIS AGREEMENT (THE "SERVICES").
NO OTHER CONSIDERATION WILL BE DUE TO TUBOS OTHER THAN THE CONSIDERATION SET
FORTH HEREINABOVE.
(B)
AT ITS OPTION, TUBOS MAY CAUSE ANY SERVICE IT IS REQUIRED TO
PROVIDE HEREUNDER TO BE PROVIDED BY ANY OTHER TUBOS ENTITY.
SECTION 2.2
ADDITIONAL SERVICES.
IN ADDITION TO THE SERVICES TO BE
PROVIDED BY TUBOS PURSUANT TO SECTION 2.1, IF REQUESTED BY THE COMPANY, AND TO
THE EXTENT THAT TUBOS AND THE COMPANY MUTUALLY AGREE