Archive Document Package

ARCHIVE DOCUMENT PACKAGE

This Archive Document Package Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires professional archival services to collect, index, store, preserve, and, where requested, digitize certain physical and electronic records and documents (collectively, Documents); and

WHEREAS, Service Provider is duly qualified and experienced to provide archival services and agrees to accept custody of the Documents under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform archival services as described below, including receipt, inventory, labeling, storage, preservation, indexing, secure retrieval, and optional digitization or destruction in accordance with Client instructions. Specific tasks, deliverables, and performance standards are:

Storage Location (if different from Service Provider address):

Digitization of physical documents at agreed resolution and file format
Return original documents after digitization
Secure destruction of originals upon written authorization by Client

2. PAYMENT TERMS

Client shall pay Service Provider for services as follows.

Late Payment Fee: If any undisputed invoice is not paid within days of the invoice due date, Client shall pay interest at the rate of per month on the outstanding balance until paid.

3. TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon giving days written notice to the other party. Either party may terminate immediately for material breach that is not cured within 30 days after written notice of such breach.

Upon termination, Service Provider shall, within 30 days, return or transfer to Client all Documents and any copies, unless Client has authorized secure destruction in writing, and shall provide an accounting of all Documents in storage.

4. CONFIDENTIALITY

Service Provider acknowledges that the Documents may contain confidential or personally identifiable information. Service Provider shall: (a) maintain all Documents in strict confidence; (b) implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the Documents; (c) limit access to authorized personnel on a need-to-know basis; and (d) not disclose Documents to third parties except as required by law or as expressly authorized by Client in writing.

Service Provider shall notify Client promptly upon discovery of any loss, unauthorized access, or disclosure of Documents and shall cooperate in mitigation and any required notifications.

5. CUSTODY, ACCESS, AND RECORDS RETENTION

Service Provider will maintain a chain-of-custody log for all Documents received and stored. Client may request retrieval of Documents upon reasonable notice and payment of retrieval fees as set forth in the Scope of Work. Retention periods and disposal procedures shall be as directed in writing by Client and documented by Service Provider.

6. REPRESENTATIONS, LIMITATION OF LIABILITY AND INSURANCE

Each party represents that it has authority to enter this Agreement. Service Provider shall maintain commercial general liability and property insurance adequate for its operations. Except for breaches of confidentiality and willful misconduct, neither party shall be liable for incidental, consequential, or punitive damages. Service Provider's aggregate liability for direct damages arising from loss or damage to Documents shall not exceed the lesser of actual documented loss or the total fees paid by Client to Service Provider under this Agreement for the twelve months preceding the loss.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement, including any written attachments, schedules, and expressly incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Notices shall be in writing and delivered to the addresses provided below. If any provision of this Agreement is held invalid, 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 Service Provider may assign rights to a successor in the event of a merger or sale of substantially all its assets.

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