Business TDS Document

BUSINESS TDS DOCUMENT

This Business TDS Document (the "Agreement") is entered into as of , by and between:

RECITALS

WHEREAS, the Payor is obligated to make payments to the Payee for goods and/or services and, pursuant to applicable tax law, must deduct Tax Deducted at Source ("TDS") from such payments at prescribed rates; and

WHEREAS, the Payee represents that it has supplied accurate tax identification information and any tax residency documentation required by the Payor to determine the correct rate of TDS and that the parties desire to set out their mutual obligations with respect to deduction, remittance and certification of TDS; and

WHEREAS, the parties intend that this Agreement shall govern the calculation, deduction, remittance, reporting and indemnities related to TDS for the payments described herein.

SCOPE OF WORK

TDS AND PAYMENT DETAILS

Gross payment amount:

Date of deduction: ,

Payor shall remit the deducted TDS to the competent tax authority in accordance with applicable timelines and shall issue a TDS certificate to the Payee within days of such remittance.

PAYMENT TERMS

Payment amount due from Payor to Payee shall be the net amount after lawful TDS deduction as set forth above. The Payor shall pay the net amount to the Payee according to the schedule below.

If payment of any undisputed net amount is not made within days of the due date, interest shall accrue at the rate of (or the maximum legal rate, if lower).

TERM AND TERMINATION

This Agreement commences on , and terminates on , , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. Either party may terminate immediately for material breach where such breach remains uncured for days after written notice.

CONFIDENTIALITY

Each party shall keep confidential all information disclosed by the other party in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement, independently developed without use of the other party's confidential information, or rightfully obtained from a third party without obligation of confidentiality.

The obligations of confidentiality shall survive termination of this Agreement for a period of years.

INDEMNITY AND TAX REPRESENTATIONS

The Payor shall deduct and remit TDS as required by applicable tax law. The Payee represents and warrants that the tax information provided to the Payor is true, accurate and complete. The Payee shall promptly provide any tax residency certificates or documentation reasonably required to determine applicable TDS rates.

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, taxes, penalties, interest and expenses arising out of (a) any failure by the indemnifying party to comply with its obligations under applicable tax law, or (b) any material misrepresentation by the indemnifying party in connection with tax-related information provided under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under or in connection with this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written, relating thereto. No amendment of this Agreement shall be binding unless in writing and signed by both parties.

ADDITIONAL ACKNOWLEDGMENTS

The Payee acknowledges that failure to provide accurate tax information may result in higher withholding rates under applicable law. The Payor shall not be liable for penalties or interest assessed due to inaccurate information provided by the Payee, except where such inaccuracy is solely due to the Payor's negligence in processing Payee-supplied documentation.

If a treaty benefit is claimed that would reduce the applicable TDS rate, the Payee shall furnish a valid tax residency certificate and any other documentation required by law. Absent such documentation, the Payor may apply the statutory rate.

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