Miscellaneous MTTD Forms

MISCELLANEOUS MTTD FORM — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address:

and Service Provider Name: with principal address:

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain services and deliverables described herein under the terms and conditions set forth in this Agreement;

WHEREAS, Provider has represented that it possesses the experience, personnel, and capability to perform the services requested by Client and agrees to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided and to provide for payment, confidentiality, and termination provisions.

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider's performance shall conform to the specifications, schedules, and standards set forth herein and in any attachments signed by both parties.

2. PAYMENT TERMS

Client shall pay Provider for services rendered as follows. All amounts are in lawful currency of the United States unless otherwise agreed in writing.

Invoices issued by Provider shall be paid within days of receipt. Overdue amounts shall accrue a late fee of per month, or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, if enforcement is required.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all completed work and any work in progress, and Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination, subject to any setoffs expressly permitted by this Agreement.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, trade secrets, pricing, customer information, and proprietary materials.

The Receiving Party shall (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The confidentiality obligations shall not apply to information that (i) is or becomes publicly known through no breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of Confidential Information. Upon expiration or termination of this Agreement, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

5. INSURANCE AND INDEMNIFICATION

Provider shall maintain insurance appropriate to the services performed, including general liability and, where applicable, professional liability insurance. Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct or material breach of this Agreement.

6. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that the state and federal courts located within the jurisdiction of the selected state shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement, and the parties irrevocably submit to the personal jurisdiction of such courts.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

8. REPRESENTATIONS

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the execution and performance of this Agreement has been duly authorized, and that neither execution nor performance will violate any other agreement or legal obligation to which it is bound.

9. NOTICES

All notices, requests, consents and communications required or permitted under this Agreement shall be in writing and shall be delivered to the contact information provided below.

10. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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