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.
"LSS" has the meaning ascribed thereto in the preamble hereto.
"LSS Entities" means LSS and its subsidiaries and Affiliates providing Services
hereunder and "LSS Entity" shall mean any of the LSS Entities.
"LSS Indemnified Person" has the meaning ascribed thereto in Section 3.1.
"LSS Losses" has the meaning ascribed thereto in Section 3.1.
"Services" has the meaning ascribed thereto in Section 2.1.
"Term" has the meaning ascribed thereto in Section 4.1.
"Outsourced Service" has the meaning ascribed thereto in Section 2.3.
"Vendor Contract" has the meaning ascribed thereto in Section 3.1.
"Vendor Services" shall mean any Services that are third party,
vendor/out-sourced services.
2
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 AND THE COMPANY'S ENTERING INTO OF THE
CONTRIBUTION AGREEMENT, LSS AGREES TO PROVIDE OR CAUSE TO BE PROVIDED TO THE
COMPANY AND ITS SUBSIDIARIES, DURING THE TERM OF THIS AGREEMENT, 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 LSS 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 LSS OTHER THAN THE CONSIDERATION SET FORTH
HEREINABOVE.
(B)
AT ITS OPTION, LSS MAY CAUSE ANY SERVICE IT IS REQUIRED TO PROVIDE
HEREUNDER TO BE PROVIDED BY ANY OTHER LSS ENTITY.
SECTION 2.2
ADDITIONAL SERVICES.
IN ADDITION TO THE SERVICES TO BE
PROVIDED BY LSS PURSUANT TO SECTION 2.1, IF REQUESTED BY THE COMPANY, AND TO THE
EXTENT THAT LSS AND THE COMPANY MUTUALLY AGREE IN WRITING, LSS SHALL PROVIDE
ADDITIONAL SERVICES TO THE COMPANY.
THE SCOPE AND TERM OF ANY SUCH SERVICES AND
THE OTHER TERMS AND CONDITIONS APPLICABLE TO SUCH SERVICES, SHALL BE AS MUTUALLY
AGREED BY LSS AND THE COMPANY.
NOTHING HEREIN SHALL CREATE ANY OBLIGATION ON
THE PART OF LSS TO PROVIDE ANY ADDITIONAL SERVICES.
SECTION 2.3
SERVICES PERFORMED BY THIRD PARTIES.
AT ITS OPTION,