Asset Management Asset Inventory

Asset Management Asset Inventory

Client Name:    Asset Manager:

Agreement Date:    Client Address:

Recitals

WHEREAS, Client requires a comprehensive inventory and ongoing asset management services for certain tangible and intangible assets owned or controlled by Client; and

WHEREAS, Asset Manager possesses the professional expertise, systems, and personnel necessary to identify, record, tag, and maintain an accurate inventory of Client assets and to provide periodic reporting and reconciliation in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, term, and other material terms governing Asset Manager's performance of asset inventory and related management services.

Scope of Work

Asset Manager shall perform the following services (collectively, the "Services"). Asset Manager will locate, verify, tag (where applicable), photograph, record identifying information, and prepare an itemized inventory for all assets included in the inventory universe defined below. Asset Manager shall also provide recommendations for asset classification, depreciation tracking, custodial assignments, and data transfer to Client systems as required by Client.

Asset Inventory — Itemized Listing

Use the table below to record each asset identified during the inventory engagement. Add additional rows in an electronic copy as needed. Acquisition Date fields should use MM/DD/YYYY format.

Payment Terms

Total Fee:

Late Payment Fee:

Term and Termination

Term Commencement Date:    Term End Date (if any):

Either party may terminate this Agreement for material breach by the other party following thirty (30) days' prior written notice specifying the breach and the intent to terminate if the breach is not cured within the notice period. Client may terminate for convenience upon giving Asset Manager days' prior written notice and payment of fees for Services performed through the termination date.

Confidentiality

"Confidential Information" means nonpublic information disclosed by Client to Asset Manager, including asset registers, serial numbers, financial values, custodial assignments, facility locations, and any supporting documentation. Asset Manager shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform the Services; (c) restrict disclosure to employees, contractors, or agents who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein; and (d) implement reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, disclosure, or use. Confidential Information shall not include information that is or becomes generally available to the public other than by Asset Manager's breach of this Agreement or information independently developed by Asset Manager without use of Client Confidential Information.

Upon termination or upon Client's written request, Asset Manager shall return or securely destroy all Confidential Information and certify in writing that such materials have been returned or destroyed, except to the extent retention is required by law, regulation, or internal recordkeeping policies; any retained Confidential Information shall remain subject to the obligations of this section.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between senior representatives. If the dispute is not resolved within sixty (60) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendment

This Agreement, including any attachments and the itemized inventory records referenced herein, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective unless made in writing and signed by authorized representatives of both parties.

Records, Access and Audit

Asset Manager shall maintain complete and accurate records of all inventory activities and supporting documentation for a period of at least three (3) years following performance of the Services, unless a longer retention period is required by law. Client and its designated auditors shall have reasonable access to such records upon reasonable notice during normal business hours for purposes of verifying compliance with this Agreement.

Acknowledgment and Certification

The undersigned representatives certify that they are duly authorized to enter into this Agreement on behalf of the respective parties, and that the inventory information provided and recorded hereunder is true and accurate to the best of their knowledge as of the date of signature.

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