Business Archive

BUSINESS ARCHIVE AGREEMENT

This Business Archive Agreement (the Agreement) is entered into effective as of (Effective Date) between:

Archiver Name:    Archiver Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Archiver is regularly engaged in the business of storing, preserving and managing business records and historical materials in a secure, catalogued archive; and

WHEREAS, Client desires to transfer certain business records, media and related materials to Archiver for secure archival storage, retrieval and disposition under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective obligations, fees, and procedures relating to the preservation, access and disposition of archived materials.

SCOPE OF WORK

Archiver shall accept, catalogue, store and maintain the materials described below in accordance with industry-standard archival practices and the specific terms of this Agreement. Archiver will provide secure storage, inventory management, retrieval services and disposition services as requested by Client and authorized under this Agreement.

Physical paper records    Electronic records    Photographs/images    Financial statements    Other:

PAYMENT TERMS

Client shall pay Archiver fees as set forth below. All fees are exclusive of taxes properly imposed on the services, which shall be paid by Client unless Client provides proof of exemption.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at percent per month (or the maximum permitted by law, if less). In addition, Archiver may suspend retrieval services until accounts are brought current.

TERM AND TERMINATION

This Agreement commences on the Start Date and will continue in effect until the End Date, unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured after thirty (30) days' written notice. Upon termination, Client shall pay for all services performed and reasonable disposition costs.

CONFIDENTIALITY

Archiver will treat all archived materials and any nonpublic information obtained in connection with this Agreement as Confidential Information. Archiver shall not disclose Client Confidential Information except to its personnel, subcontractors or agents on a need-to-know basis and who are bound by written confidentiality obligations at least as protective as those herein.

Archiver shall implement and maintain reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized access, disclosure, alteration or destruction. If Archiver receives a compelled disclosure request, Archiver shall promptly notify Client unless prohibited by law and shall cooperate reasonably with Client in any lawful effort to limit such disclosure.

Upon termination or at Client's written direction, Archiver shall either return the materials to Client or securely destroy them and certify such destruction in writing, except that Archiver may retain one archival copy for the purpose of meeting legal preservation obligations and to defend against claims, subject to the confidentiality obligations herein.

ACCESS, RETRIEVAL AND FEES

Retrieval fee per request:    Standard response time:

Requests for expedited retrieval may incur additional fees as set by Archiver's standard rate schedule. Client shall provide sufficient proof of authorization for retrievals and agrees that Archiver may require documented authorization before releasing materials.

DATA PROTECTION AND SECURITY

Archiver shall maintain reasonable physical and electronic safeguards appropriate to the sensitivity of the materials, including but not limited to controlled access to storage facilities, secure handling protocols, encryption of electronic media while stored or in transit where reasonably practicable, and routine backup procedures. Archiver will notify Client of any confirmed security breach affecting Client Confidential Information without undue delay after discovery.

WARRANTIES, REPRESENTATIONS AND INDEMNIFICATION

Each party represents that it has the authority to enter into this Agreement and that its performance will not violate any applicable law or third-party obligation. Client warrants that it has the right to transfer the archived materials to Archiver and that such materials do not infringe third-party rights.

Archiver shall indemnify and hold Client harmless from any direct losses resulting from Archiver's gross negligence or willful misconduct in the storage or handling of Client materials. Client shall indemnify and hold Archiver harmless from claims arising from the content of Client materials or Client's breach of this Agreement.

LIMITATION OF LIABILITY

Except for willful misconduct or indemnified claims, neither party shall be liable to the other for incidental, consequential, punitive or special damages. Archiver's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Archiver in the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any written attachments executed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals or communications. No modification of this Agreement shall be effective unless in a written instrument signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail or nationally recognized courier and shall be deemed given upon receipt.

ADDITIONAL PROVISIONS

Subcontracting: Archiver may engage subcontractors to perform archive services provided that Archiver remains responsible for performance and compliance with this Agreement. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Archiver may assign to an affiliate or successor in interest.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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