Archival Filing Document

ARCHIVAL FILING DOCUMENT

Parties

Recitals

WHEREAS, Depositor is the lawful owner or authorized agent of certain archival materials, records, and related assets (the materials) described in the Scope of Materials and Inventory below; and

WHEREAS, Repository maintains facilities and procedures for accessioning, preserving, and providing controlled access to such materials and agrees to accept custody of the described materials subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, effective as of , the parties agree as follows:

Scope of Work

Repository shall receive, accession, preserve, store, and manage the deposited materials described below in accordance with Repository's standard archival practices and the specific terms set forth in this Agreement.

Payment Terms

Depositor shall pay Repository fees for accessioning, processing, storage, and any agreed-upon conservation services as set forth below. Fees not paid when due shall accrue late charges as specified.

Late payment penalty: interest at % per annum on overdue balances, plus a flat administrative late fee of $ .

Term and Termination

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

Either party may terminate for convenience upon written notice delivered at least days prior to the intended termination date. Material breach by either party that remains uncured thirty (30) days after written notice shall permit the non-breaching party to terminate immediately.

Confidentiality

Each party shall maintain in confidence all non-public information received from the other party in connection with this Agreement and shall not disclose such information except as required by law or with prior written consent. Confidentiality obligations shall survive termination for a period of years.

Ownership, Rights and Access

Depositor represents and warrants that it has the legal authority to deliver the materials and to grant Repository the rights set forth herein. Unless specifically transferred in writing, title to the physical materials transfers to Repository upon delivery for the purposes of preservation and custody; however, any intellectual property rights and copyrights remain with the owner except to the extent a written transfer of copyright is executed.

Access to deposited materials by third parties will be governed by Repository access policies and any restrictions specified by Depositor at the time of deposit. Depositor may indicate an embargo or restriction by checking below:

Embargo / Access Restriction Applied   If applied, Embargo Period (months):

Preservation, Handling and Liability

Repository shall exercise reasonable care in the storage and handling of the materials and shall maintain appropriate environmental and security controls consistent with archival standards. Repository does not assume liability for pre-existing deterioration. Depositor shall be responsible for any costs of conservation requested by Depositor beyond Repository's standard care, as set forth in Payment Terms.

The parties agree to indemnify and hold harmless the other party from claims arising from the indemnifying party's breach of representations, negligence, or willful misconduct in connection with this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

Entire Agreement

This Agreement, together with any attachments or accession inventory executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements, understandings, and negotiations. Any modification must be in writing and signed by authorized representatives of both parties.

Certifications and Warranties

By signing below, Depositor certifies that the information provided herein is true and accurate, that Depositor has the authority to enter into this Agreement, and that no undisclosed third-party rights will interfere with Repository's performance under this Agreement.

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