Business Active Files

Business Active Files Agreement

This Business Active Files Agreement (the Agreement) is entered into as of by and between:

Client Name: , Address:

Provider Name: , Address:

WHEREAS

WHEREAS, Client maintains active business files and records necessary for the ongoing operation, regulatory compliance, and corporate governance of Client's business (collectively, the Active Files); and

WHEREAS, Provider has the personnel, systems, and facilities necessary to receive, manage, preserve, and provide access to the Active Files on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the custody, handling, and access to the Active Files.

1. Scope of Work

Provider shall receive, organize, maintain, and make available the Active Files described below and shall perform such related administrative and custodial services as reasonably requested by Client and as set forth in this Agreement. Provider's services shall include secure storage, indexing, retrieval, controlled access, and transfer of files in accordance with Client instructions and applicable law.

2. Active Files Inventory and Classification

Client and Provider shall complete and maintain an inventory identifying each Active File category and associated retention requirements. The parties agree to the initial classifications indicated below and to cooperate in any reclassification reasonably necessary for compliance or operational needs.

Corporate records (minutes, charters)

Contracts and agreements

Financial statements and accounting records

Human resources and personnel files

Regulatory and compliance records

3. Payment Terms

Client shall pay Provider the fees set forth below for services rendered under this Agreement. Fees are exclusive of taxes, which shall be the responsibility of the party required by applicable law to remit such taxes.

Late payments shall accrue interest at the rate of per month on the outstanding balance, or the maximum rate permitted by law, whichever is less. Provider may suspend services if fees are overdue more than days after written notice.

4. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay Provider for services performed and costs incurred prior to termination.

5. Confidentiality and Data Security

Provider shall treat all Active Files and information derived therefrom as Confidential Information. Provider shall not disclose, use, or permit access to Confidential Information except (a) to perform its obligations under this Agreement, (b) with Client's prior written consent, or (c) as required by law. Provider shall implement and maintain administrative, technical, and physical safeguards reasonably designed to protect confidentiality, integrity, and availability of the Active Files consistent with industry standards for similarly situated service providers.

Upon termination or upon Client's written request, Provider shall securely return or, at Client's direction, securely destroy the Active Files within days and certify in writing the completion of such return or destruction, except to the extent retention is required by applicable law.

6. Liability and Indemnification

Provider shall be liable for direct damages arising from Provider's gross negligence or willful misconduct in the performance of services. Except for liability resulting from Provider's gross negligence or willful misconduct, Provider's liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Each party shall indemnify and defend the other from third-party claims arising from the indemnifying party's breach of this Agreement or negligent acts or omissions.

7. Governing Law

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

8. Notices

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing.

9. Entire Agreement; Amendment

This Agreement, including any written attachments or schedules, 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 written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

10. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that the remedies at law for a breach of the confidentiality or data security obligations may be inadequate and that injunctive relief may be appropriate in addition to any other remedies available at law or in equity.

Contacts for Administration

Sign Now