AutoRecovered Document

AutoRecovered Document

This General Business Agreement (the "Agreement") is entered into effective as of by and between Client Name: and Service Provider: .

RECITALS

WHEREAS, Client Name: requires certain business services related to recovery, restoration, or remediation of data, assets, or systems (collectively, "Services"); and

WHEREAS, Service Provider: represents that it has the expertise, personnel and resources necessary to perform the Services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services, payment, confidentiality and related matters.

SCOPE OF WORK

Service Provider shall perform the Services described below. The Services shall include recovery, restoration, documentation of recovered items, testing, delivery of recovered material, and reasonable post‑recovery support as specified.

PAYMENT TERMS

Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non‑public information disclosed by one party to the other, whether oral, written, electronic or otherwise, including recovered data, system access credentials, technical processes, business strategies, and client lists. The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to its employees or contractors on a need‑to‑know basis who are bound by confidentiality obligations no less protective than those herein.

The obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for so long as the information remains a trade secret under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or unauthorized disclosure of Confidential Information, neither party shall be liable to the other for consequential, special, incidental or punitive damages. The aggregate liability of each party for any claim arising out of or related to this Agreement shall not exceed the total compensation paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

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 consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for resolution of disputes, subject to any mandatory arbitration obligations if agreed in writing by the parties.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

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