Archived Service Contract

ARCHIVED SERVICE CONTRACT

This Archived Service Contract (the "Contract") is entered into as of Date: by and between Client Name: , with principal address: and Service Provider Name: , with principal address: . Client and Service Provider are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Service Provider performed archival services and related record preservation, cataloging, and storage for Client during the period set forth in the Recitals below; and

WHEREAS, the Parties desire to document the terms under which archived materials are to be maintained, accessed, and disposed of, including any post-performance obligations, fees and liability allocations; and

WHEREAS, the Parties intend this Contract to govern the archival services previously provided and any ongoing archival custodial obligations until final disposition of archived materials.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall provide archival custodial services as described in the Service Description below, including preservation, cataloging, controlled storage, retrieval upon request, and disposition in accordance with this Contract.

1.2 Deliverables and Access. Service Provider will maintain records of archived items, supply inventory listings upon Client request, and permit access to archived materials during normal business hours with at least days prior written notice unless otherwise agreed in writing.

2. TERM; TERMINATION; ARCHIVAL STATUS

2.1 Term. The archival custodial obligations under this Contract commence on Term Start Date: and continue until Term End Date: or until terminated pursuant to this Section.

2.2 Termination for Cause. Either Party may terminate this Contract for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any accrued rights or liabilities.

2.3 Archival Disposition. Upon expiration or termination, the Parties shall follow the disposition instructions set forth in Section 4. Absent written disposition instructions from Client within thirty (30) days of termination, Service Provider may, after ninety (90) days’ additional written notice to Client, archive, transfer to third-party storage, or, if permitted by law, destroy non-confidential materials consistent with reasonable archival practice.

3. COMPENSATION; PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below for archival maintenance, retrieval, and special handling. Fees are exclusive of taxes unless otherwise stated.

3.2 Late Payment. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall reimburse Service Provider for all reasonable costs of collection, including attorneys' fees.

4. ARCHIVAL CUSTODY, RETENTION AND DISPOSITION

4.1 Custody. Service Provider shall exercise reasonable care in the storage and preservation of archived materials consistent with industry standards for climate control, pest control, and security.

4.2 Access and Retrieval. Requests for retrieval shall be fulfilled within a commercially reasonable time consistent with the nature of the request and subject to the payment of applicable retrieval fees.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Confidential Information. Service Provider shall maintain the confidentiality of Client’s archived materials and any non-public information, and shall not disclose such information except as required by law or with Client’s prior written consent.

5.2 Data Security. Service Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the archived materials to protect against unauthorized access, destruction, or disclosure.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise expressly provided in writing, Client retains all right, title and interest in and to the archived materials and any intellectual property embodied therein. Service Provider acquires no ownership rights by virtue of performing archival services.

6.2 License to Use. Client grants Service Provider a limited, non-exclusive license to use Client materials solely to perform its obligations under this Contract and for no other purpose.

7. WARRANTIES; DISCLAIMERS

7.1 Mutual Warranties. Each Party represents and warrants that it has full power and authority to enter into this Contract and to perform its obligations hereunder.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client’s instructions, content of archived materials, or Client’s breach of this Contract.

8.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, A PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID UNDER THIS CONTRACT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. INSURANCE

Service Provider shall maintain commercial general liability and professional liability insurance in commercially reasonable amounts and shall provide certificates of insurance upon Client’s written request. The absence of a specific insurance requirement in this Contract does not limit a Party’s obligations under this Contract.

10. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the address set forth below or to such other address as either Party may designate by notice in accordance with this Section. Notice shall be deemed given upon receipt.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 Amendment. No amendment or modification of this Contract shall be effective unless made in writing and signed by authorized representatives of both Parties.

11.2 Waiver. No waiver of any breach shall be effective unless in writing. The waiver of any breach shall not constitute a waiver of any subsequent breach.

11.3 Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

12.2 Entire Agreement. This Contract, together with any exhibits or written attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Contract is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

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