Asset Destruction Certificate

ASSET DESTRUCTION CERTIFICATE AND SERVICE AGREEMENT

This Asset Destruction Certificate and Service Agreement is made as of Day: Month: Year: by and between Client Name: (the "Client") and Service Provider Name: (the "Service Provider").

RECITALS

WHEREAS, the Client is the lawful owner or authorized custodian of the assets listed in Schedule A attached hereto and desires the secure and permanent destruction of such assets; and

WHEREAS, the Service Provider represents that it possesses the facilities, qualified personnel, methods, equipment and licenses necessary to render destruction services in accordance with applicable law and accepted industry standards; and

WHEREAS, the parties desire to set forth the terms under which the Service Provider will collect, secure, destroy and certify the destruction of the listed assets and to allocate responsibilities, costs and liabilities between them.

SCOPE OF WORK

SCHEDULE A — ITEMIZED ASSETS FOR DESTRUCTION

Complete a separate row for each distinct asset or batch. Include serial numbers, model, quantity, and estimated value. If additional rows are required, attach an addendum referencing this Schedule A.

If more than three assets, attach additional pages labeled Schedule A - Addendum and reference this Agreement in the header of each addendum.

DESTRUCTION METHOD SELECTION

Select applicable methods used by the Service Provider for the assets described above (multiple selections permitted):

CHAIN OF CUSTODY AND DESTRUCTION DETAILS

CERTIFICATION OF DESTRUCTION

The Service Provider hereby certifies that it has, on the date and at the location specified above, rendered the assets listed in Schedule A permanently unusable and irrecoverable by physical or electronic means consistent with the selected methods of destruction. The Service Provider further certifies that destruction was performed in compliance with applicable federal, state and local laws and regulations governing the handling and disposition of such materials and that no salvageable components subject to regulatory restriction remain in the custody of the Service Provider.

PAYMENT TERMS

All payments are due in accordance with the Payment Schedule. Late payments shall accrue the Late Payment Fee from the date due until paid in full. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect past-due amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon Notice Period: days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services and costs incurred up to the effective date of termination, including costs of secure transport and destruction.

CONFIDENTIALITY

Each party shall maintain the confidentiality of nonpublic information disclosed in connection with this Agreement and shall not disclose such information except to personnel who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Service Provider shall implement reasonable technical and organizational safeguards to protect Client data prior to and during destruction and shall not retain copies of data after destruction except as required by law, in which case Service Provider shall notify Client and limit retention to the minimum required.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement, except to the extent caused by the indemnitee's own negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including Schedule A and any written addenda or attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

RECORDS AND RETENTION

The Service Provider will maintain records documenting chain of custody, methods used, and proof of destruction for a retention period of years from the date of destruction, and will provide certified copies of such records to the Client upon reasonable request and subject to applicable confidentiality obligations.

CERTIFYING STATEMENT

By signing below, the undersigned representatives of the parties acknowledge and certify that they are authorized to enter into this Agreement and that the information contained herein and in Schedule A is true and complete to the best of their knowledge. Service Provider further certifies that the destruction described above has been completed as of the stated Destruction Date and that to the Service Provider's knowledge and belief no recoverable data remains.

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