THIS BUSINESS ASSOCIATE SERVICE AGREEMENT is made as of _______________(the “Effective Date”), by and  between LESCO Solutions, LLC (LESCO) and ________________________(“Customer”).

RECITALS
WHEREAS, LESCO (hereinafter called “Business Associate” is engaged in the business of providing professional health, accounting and business services

WHEREAS, Business Associate is a Business Associate of the Customer as the term is defined in the HIPPA regulations;

WHEREAS, Customer wishes to______________________________________________ to Business Associate and Business Associate is willing to perform___________________________for the Customer; and 

WHEREAS, Customer and Business Associate agree to conduct all their business in compliance with all applicable federal, state and local policies, including the Health Insurance Portability and Accountability Act of 2008 (“HIPPA”)

WHEREAS, during the course of this agreement, Business Associates and its partners, executives, employees, advisors and attorneys will be provided access the to past, present and future health information (“Protected Health Information”), created or received by Customer, including but not limited to demographic, health condition and payment information for the provision of health care to an individual

WHEREAS, Customer is willing to provide Business Associate and its Agents access to the Protected Health Information such that Business Associate can perform services for the Customer.    

NOW THEREFORE, in consideration of the foregoing Recitals, the receipt and sufficiency of which are acknowledged, Business Associate hereby agrees as follows:  

1.  AGREEMENT.  

1.1. This Agreement is the entire agreement between the parties hereunder and may not be modified or amended except by a written instrument signed by both parties.  Each party has read this Agreement, understands it and agrees to be bound by its terms and conditions.  There are no understandings or representations with respect to the subject matter hereof, express or implied, that are not stated herein. This Agreement may be executed wherein signatures exchanged by facsimile or other electronic means are effective for all purposes hereunder to the same extent as original signatures.    

1.2. Cancelation Policy. Business Associate or Customer may cancel this Agreement at any time, provided the canceling Party present written notice of its intent to terminate at least forty (45) days prior to the termination date.    

1.3. Breach of Agreement: Termination. The occurrence of one or more of the following shall constitute an event of default under this agreement:    

1.3.1. Business Associate becomes aware of a pattern or practice of that constitutes a material breach or violation of the Customers obligations under this agreement.    

1.3.2. Customer becomes aware of a pattern or practice that constitutes a material breach or violation of the Business Associates obligation under this agreement. Business Associate is entitled any legal, remedy or equitable right. Business Associate shall not be deemed to have waived any of its rights or remedies on account of its failure or delay in exercising any such right or remedy in a particular instance.    

1.3.3. Upon the occurrence of an event of default or breach of the terms of this agreement the non-defaulting Party shall have the right to terminate this agreement immediately upon written notice to the defaulting Party.    

1.4. In the event Customer has a claim against LESCO regarding the Services to be provided hereunder, prior to offsetting the amount of the claim from any payments due to LESCO, Customer and LESCO shall employ the following procedure: Customer will clear documentary support for its claim. The parties will work in good faith to resolve the claim for thirty days. If the parties cannot resolve the claim within thirty days, Customer shall then be permitted, with notice to LESCO, to offset the amount of its claim against amounts due to LESCO. Nothing herein shall be deemed to be a waiver of LESCO’s or Customer’s rights to purse its remedies under this Agreement if it believes that the offset was wrongfully made. If a court determines that Customer’s claim was not valid and therefore that all or part of the offset was inappropriate, Customer shall promptly pay to LESCO the amount wrongfully offset, plus interest at prime plus 3%.    

2.   RECORDS.    

2.1. LESCO shall create accurate records of the Services provided and shall retain for at least two (2) years after the date of creation of such records. LESCO shall, upon seven (7) days prior notice, make available to Customer, all records, sufficient to establish billing for those Services consistent with the terms of this agreement.    

3.   FORCE MAJEURE.    

3.1. The Parties agree that a Party shall not be liable for its failure to perform its obligations hereunder during any period in which such performance is delayed due to natural disasters or other materials needed to provide the Services. The provisions of this section shall not apply to Customer’s payment obligations under this Agreement.    

4.   INDEPENDENT CONTRACTOR.    

4.1. LESCO and Customer intend for LESCO to be the sole employer of any employees furnished by LESCO pursuant to this agreement (“Workers”).    

4.2. The Workers shall conduct themselves in a businesslike, professional, and lawful manner at all times while on Customer’s premises.    

4.3. LESCO shall communicate to Workers that they have no right to employment with Customer by virtue of this Agreement.    

4.4. LESCO shall require each Worker to sign the Memorandum of Understanding Regarding Employment Relationship (“Memorandum”) in the form set forth in Exhibit A attached hereto and incorporated herein prior to commencing work at Customer’s premises. LESCO shall provide to Customer a signed copy of the Memorandum applicable to each Worker prior to that Worker commencing work at Customer’s premises.    

5.   CONFIDENTIALLITY.    

5.1. LESCO and Customer agree not to disclose any of the terms of this Master Agreement or any SOW without obtaining the prior written consent of the other party.    

5.2 Each Party agrees that information concerning the other Party’s business and clients is “Confidential and Proprietary Information.    

5.3. Neither Party shall have any obligation to preserve the confidentiality of any information that (a) is in the public domain or is generally available or open to inspection by the public; or (b) was in the possession of or disclosed to the other party prior to the date hereof, free of any obligation to keep the same confidential; or (c) is lawfully acquired by the other from a third party under no obligation of confidence to the other; or (d) the other is obligated under law or court order to disclose.    

5.4. The provisions of this Article 5 shall survive the expiration or termination of this Agreement.    

6.  NOTICE.    

6.1. All notices, demands and requests that may be given or are required to be given by either Party to the other shall be in writing and shall be deemed effective either: (a) on the date personally delivered to the address below, as evidenced by written receipt therefore, whether or not actually received by the person to whom addressed; (b) on the third (3rd) business day after being sent by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; (c) on the date received at the address specified below , as evidenced by confirmation sheet, if sent by telefacsimile to the respective addressee’s fax number indicated below. For purposes of this Section 6.1, the address of the Parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose addressed is to be changed):      

If to Customer:                

__________________________________________

__________________________________________

__________________________________________

__________________________________________

With a copy to:                      

__________________________________________

__________________________________________

__________________________________________

__________________________________________

If to LESCO:
LESCO Solutions, LLC  
955 Rim Road  
Fayetteville, NC 28314                

With a copy to:
Chief Knowledge Officer  
34 Habershame St  
Ft Stewart, Ga 31315    

7.   GENERAL.    

7.1. The entire understanding between the Parties is incorporated herein and supersedes all prior discussions and agreements between the Parties relating to the subject matter hereto.    

7.2. Dispute Resolution. Customer agrees that it shall not at any time during the term of this Agreement and for a period of one (1) year thereafter, directly or indirectly solicit, contact, hire, or entice any employees of LESCO (a) for possible employment or engagement of such employee in any business; or (b) to terminate his/her employment with LESCO. If Customer breaches the terms of this section, Customer shall pay to LESCO, upon demand, an amount equal to two times (2x) the total annualized compensation (including any bonus or incentive) paid the employee by LESCO.    

7.3. This agreement shall be construed and enforced in accordance with the local law of the State of North Carolina (excluding conflict of law principles).       EXECUTED by the parties hereto as of the Effective Date above written.      

EXIHIBIT A      

Memorandum of Understanding Regarding Employment Relationship   

I, ____________________________________[NAME OF WORKER], understand and acknowledge the following:  

1. I am an at-will employee of LESCO. I have the right to resign and LESCO has the right to terminate employment for any reason or no reason at all, and with or without cause or notice. There can be no binding change in this as-will relationship unless it is in writing, specifically address the at-will relationship, and is signed by the CKO of LESCO.    

2. I have been hired by LESCO to perform services for LESCO’s clients.    

3. I further acknowledge that I do not have any employment relationship whatsoever with assigned client. With respect to my work with and/or for LESCO’s client, it is my intent and that of LESCO and of the client that LESCO is my sole employer. There can be no binding change in the relationship between me and the client, unless such change or assumption is in writing, specifically addresses the change in relationship or assumption of employment relationship and is signed by Chief Knowledge Officer of LESCO Solutions, LLC.    

Printed Name _____________________________   Signature _____________________________   Date _____________________________

Copyright © 2008 LESCO Solutions, LLC. All Rights Reserved.