Business Bates Document

BUSINESS BATES DOCUMENT AGREEMENT

This Business Bates Document Agreement (the Agreement) is entered into as of between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client maintains business records and documents that require consistent, unique identification for internal indexing, production, or litigation purposes and desires Bates-numbering and associated processing services from Provider;

WHEREAS, Provider represents that it has the facilities, systems, personnel, and expertise necessary to apply Bates numbers and maintain an auditable chain of custody and index for the documents to be processed; and

WHEREAS, the parties wish to record the terms and conditions under which Provider will perform Bates-numbering, indexing and related services on documents provided by Client.

SCOPE OF WORK

Provider will perform Bates-numbering and associated processing services as described below. Provider shall provide the services in a commercially reasonable manner consistent with industry standards and with appropriate safeguards to preserve the integrity of original materials.

BATES NUMBERING SPECIFICATIONS

Bates Prefix:    Starting Number:    Number of Digits:

Document Type: Electronic Paper Scanned Images

Deliverables Format:

CHAIN OF CUSTODY & QUALITY ASSURANCE

Provider will maintain a chain of custody log and an index identifying: original file name, pagination, assigned Bates numbers, and processing timestamps. Provider shall retain processing logs for a period of after final delivery unless otherwise instructed in writing by Client.

PAYMENT TERMS

Fee per Page (or unit): $    Estimated Total Pages:

Late Fee:

Provider shall submit invoices in accordance with the Payment schedule above. Unpaid amounts past due beyond the agreed payment terms shall accrue the Late Fee specified above and may result in suspension of further services after ten (10) days' written notice.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to termination. Termination for cause may be effected immediately upon material breach that is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information disclosed by the other party in connection with this Agreement. "Confidential Information" includes, without limitation, the contents of processed documents, indexing metadata, Bates numbers, and any proprietary processing methods that are not generally known to the public. The receiving party shall not disclose Confidential Information except to its employees, agents or subcontractors who have a need to know and who are bound to confidentiality obligations no less protective than those in this Agreement.

Provider shall use reasonable physical, technical and administrative safeguards to protect Confidential Information. Confidential Information shall not include information that: (a) was in the public domain at the time of disclosure; (b) becomes public through no fault of the receiving party; (c) was already lawfully in the receiving party's possession prior to disclosure; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party and cooperates in any available protective action.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages, including lost profits. Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months 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 conflicts of law principles. Venue for any dispute shall be the state or federal courts located in that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments, schedules and written change orders signed by both parties, 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. Any modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

ADDITIONAL TERMS

Client acknowledges that Provider's obligation to begin services is conditioned upon receipt of initial materials and any required deposit invoiced under the Payment Terms. Client further acknowledges that numbering is performed on copies or digital renderings and that Provider will not be responsible for pre-existing physical damage to original materials unless specifically contracted to remediate.

By signing below, each party certifies that the signatory is authorized to bind the party for all purposes of this Agreement.

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