Business Back-up Documentation

Business Back-up Documentation and Services Agreement

Parties and Recitals

This Agreement is made and entered into as of by and between:

WHEREAS, Client requires the collection, preservation and delivery of business back-up documentation and related services to support financial, regulatory, or transactional needs; and

WHEREAS, Service Provider represents that it possesses the skills, personnel and systems necessary to collect, index, preserve and deliver such back-up documentation in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider shall provide the following services with regard to Business Back-up Documentation. Services include, without limitation, identification, collection, digital imaging, indexing, secure storage, and delivery of documents and electronic records as reasonably necessary to support Client's operations, audits, or third-party requests.

Backup Documentation Checklist

The following categories shall be considered for collection. Check those that apply and provide any necessary specification.

Financial statements (audited, unaudited)

Federal and state tax returns

Bank statements and reconciliations

Corporate minutes, resolutions and governance documents

Material contracts and amendments

Invoices, receipts and accounts payable/receivable records

Payment Terms

Client shall pay Service Provider for services performed in accordance with the following fee schedule and payment terms.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party, provided that the non-breaching party gives written notice specifying the breach and a reasonable opportunity to cure not less than the notice period specified above. Termination shall not relieve Client of its obligation to pay for services rendered and actual costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other. "Confidential Information" means non-public business, financial, customer, or technical information disclosed in any form. Recipient shall: (a) use Confidential Information solely to perform its obligations hereunder; (b) restrict disclosure to employees and subcontractors with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is: (i) publicly available without breach; (ii) known to recipient prior to disclosure; or (iii) independently developed by recipient without use of discloser's Confidential Information.

Service Provider is authorized to retain copies of collected back-up documentation to the extent necessary to perform archival and backup functions, subject to the foregoing confidentiality obligations and any applicable legal hold or regulatory requirement.

Records, Audit and Retention

Service Provider shall maintain accurate records of the collection, processing and delivery of documentation. Client or its authorized representative may audit Service Provider's records related to the Services upon reasonable prior notice and during normal business hours. Retention periods for stored documentation shall be set forth in the Scope of Work or otherwise agreed in writing between the parties.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the dispute is not resolved within forty-five (45) days after escalation, either party may pursue any remedies available at law or in equity in the courts of that State.

Entire Agreement; Amendments

This Agreement, together with any exhibits or written statements of work expressly incorporated herein, 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 oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Certifications and Acknowledgments

The undersigned certify that they are authorized to execute this Agreement on behalf of their respective parties, and that the information provided in connection with the requested backup documentation is, to the best of their knowledge, true and correct at the time of signing.

Attachments and Special Instructions

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