Business Agency Records

BUSINESS AGENCY RECORDS AGREEMENT

This Business Agency Records Agreement (Agreement) is entered into as of by and between:

Agency Name:    Contact Person:

Principal / Business Name:    Contact Person:

WHEREAS

WHEREAS, Agency is engaged in the business of maintaining, organizing and storing business records and data on behalf of third parties; and

WHEREAS, Principal requires Agency to maintain certain records, to provide controlled access, and to perform related services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to define their respective rights, duties and obligations with respect to the records described herein.

SCOPE OF WORK

RECORDS TO BE MAINTAINED; FORMATS

The Agency shall maintain and store the following categories of records on behalf of the Principal (select all that apply and describe any others):

Financial records (ledgers, statements, invoices)

Employment and personnel records

Corporate governance records (minutes, filings)

Regulatory and compliance records

Transactional records (contracts, agreements)

Record formats provided by Principal and retained by Agency: Electronic Paper Hybrid

RETENTION; ACCESS; AUDIT

Retention period: Agency shall retain records for a period of from the date of creation or receipt, unless a longer statutory or contractual retention is required.

Access and inspection: Principal or its authorized representatives may inspect or obtain copies of maintained records upon providing written notice at least days in advance. Agency shall respond to reasonable inspection requests within days. Agency shall provide copies at the rates set forth under Payment Terms.

RECORD TRANSMISSION; DELIVERY SCHEDULE

Delivery frequency: Monthly Quarterly On request

PAYMENT TERMS

Principal shall pay Agency for services and record maintenance as follows:

Late payment: Any amount not paid within days of invoice shall accrue interest at per month (or the maximum rate permitted by law), plus collection costs and attorneys' fees.

Additional fees for retrieval, duplication, delivery, or expedited services shall be charged at Agency's standard rates then in effect unless otherwise agreed in writing.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Termination for convenience: Either party may terminate this Agreement without cause by providing days' prior written notice.

Termination for cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Agency shall, at Principal's direction, return or securely destroy records in Agency's possession in accordance with the Principal's instructions and applicable law. If return or destruction is requested, Principal shall pay any reasonable costs associated with transfer or destruction.

CONFIDENTIALITY

Agency shall keep all records, information and data received from Principal strictly confidential and shall not disclose such information except (a) to employees, subcontractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement, or (b) as required by law, regulation, or valid subpoena provided Agency gives Principal prompt written notice of any compelled disclosure and cooperates with Principal's efforts to limit or contest such disclosure.

Agency shall implement and maintain reasonable administrative, physical and technical safeguards to protect confidentiality, integrity and availability of records consistent with industry practice for similarly situated service providers.

INDEMNIFICATION; LIABILITY

Principal shall defend, indemnify and hold harmless Agency and its officers, directors and employees from and against any claims, losses, liabilities, costs and expenses arising out of Principal's failure to provide accurate records, Principal's noncompliance with applicable law, or claims arising from Principal's use of records, except to the extent caused by Agency's gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM AGENCY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

GOVERNING LAW; VENUE

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 submit to the exclusive jurisdiction and venue of the courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Subcontracting: Agency may engage subcontractors to perform portions of the services provided that Agency remains responsible for their performance and for ensuring subcontractor compliance with the confidentiality and security obligations of this Agreement.

Notices required under this Agreement shall be in writing and delivered to the contact person and address set forth above or to such other address as either party designates in writing.

AUTHORIZATION AND CERTIFICATION

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the person signing below is duly authorized, and that performance of this Agreement will not violate any other agreement to which it is a party.

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