Miscellaneous Estes Temple

MISCELLANEOUS ESTES TEMPLE — GENERAL BUSINESS AGREEMENT

Effective Date:

PARTIES AND RECITALS

This Agreement is made by and between:

WHEREAS, Party A is engaged in the business of providing certain services described below and has represented that it possesses the skills, expertise, and personnel necessary to perform such services under the terms of this Agreement; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement, and Party A is willing to perform such services on the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth the terms and conditions governing their relationship, including scope, compensation, confidentiality, term, and termination.

SCOPE OF WORK

Party A shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the Scope may be modified only by written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the services to be performed by Party A, Party B shall pay Party A in accordance with the following:

All amounts stated are exclusive of applicable sales, use, and other taxes; any such taxes shall be the responsibility of the paying party unless exempted by law and evidenced by documentation satisfactory to the other party.

TERM AND TERMINATION

This Agreement commences on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Termination for convenience by either party requires the notice period above and payment to Party A of all fees accrued through the effective date of termination and any non-cancellable costs incurred.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, ought reasonably be treated as confidential. Confidential Information includes, without limitation, business plans, financial data, technical information, trade secrets, and personal information.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as necessary to perform obligations under this Agreement and subject to written confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform obligations under this Agreement. The foregoing obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction upon request. The confidentiality obligations set forth herein shall survive termination or expiration for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secret under applicable law.

LIMITATIONS AND WARRANTIES

Party A warrants that the services will be performed in a competent and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Neither party shall be liable to the other for incidental, consequential, punitive, or special damages arising out of or related to this Agreement, except for liability resulting from gross negligence, willful misconduct, or breach of confidentiality or intellectual property protections. The parties' aggregate liability for direct damages arising under this Agreement shall not exceed the total fees paid to Party A under this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt to resolve disputes through good-faith negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to binding arbitration in accordance with the commercial arbitration rules chosen by the parties, with the seat of arbitration in the county of the governing state selected above.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Party A may assign to an affiliate or in connection with a sale of substantially all of its assets, provided that the assignee assumes Party A's obligations hereunder in writing.

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