Miscellaneous TDI Form

MISCELLANEOUS TDI FORM — GENERAL BUSINESS AGREEMENT

Parties and Identification

Recitals

WHEREAS, Client Name: desires to retain the services of Service Provider Name: to perform certain professional services described herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services and payment in a written agreement effective as of Effective Date: .

Scope of Work

The Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, deliverables and acceptance criteria are set forth as follows:

Payment Terms

Compensation for the services rendered under this Agreement shall be comprised of a base contract amount and any additional fees as agreed in writing. Total Contract Amount: $

Payments shall be due within days of invoice receipt. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law), plus any costs of collection, including reasonable attorneys' fees.

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 providing written notice to the other party at least days prior to the intended termination date. Termination for cause is permitted where the other party materially breaches this Agreement and fails to cure such breach within days after written notice specifying the breach.

Upon termination, Provider shall deliver all work in progress and Client shall pay Provider for all work performed and reasonable, documented expenses incurred through the effective date of termination, subject to any applicable setoffs or claims.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public information disclosed by the other party (the "Disclosing 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 ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes generally available to the public without breach of this Agreement, (b) was known to the Receiving Party prior to disclosure as evidenced by written records, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of , without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between senior representatives of the parties. If negotiation fails, the parties may pursue mediation or other mutually agreed alternative dispute resolution prior to initiating litigation.

Indemnification (Supplemental Clause)

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) to the extent arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Entire Agreement and Amendment

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

Notices

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or such other address as either party may designate by written notice to the other, and shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered.

Miscellaneous Provisions

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

Acknowledgment

By signing below, the parties acknowledge that they have read, understand, and accept the terms and conditions of this Agreement and that the individuals executing this Agreement are duly authorized to bind their respective parties.

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