Business Data Retention Letter

BUSINESS DATA RETENTION LETTER

This Business Data Retention Letter (the Letter) is made effective as of Effective Date: between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: seeks to establish a documented retention program for certain business records and electronic data maintained by Service Provider Name: (Provider) in connection with the services described below;

WHEREAS, the parties desire to confirm the types of Data to be retained, the retention periods, access and destruction procedures, and the fees and responsibilities associated with such retention as set forth in this Letter.

SCOPE OF RECORDS AND SERVICES

RETENTION SCHEDULE AND PROCEDURES

Retention Period (by record category): parties shall specify the retention period for each category of Data. Standard minimum retention periods shall apply unless otherwise agreed in writing. Default retention period (in months):

Access to retained Data will be provided to Client upon written request as specified below. Provider shall maintain reasonable administrative, technical, and physical safeguards to protect retained Data against unauthorized access and shall maintain an access log for all retrievals or disclosures.

PAYMENT TERMS

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date (if any): .

Either party may terminate this Letter for convenience upon written notice to the other party not less than days prior to the effective date of termination. Termination for cause may occur immediately upon written notice if the other party materially breaches any obligation and fails to cure within thirty (30) days following receipt of written notice of such breach.

Upon termination, Provider shall, at Client's direction, either (a) return all retained Client Data to Client in a mutually agreed format within a commercially reasonable time, or (b) securely destroy Client Data in accordance with the Destruction Procedures set forth in the Retention Schedule. Provider shall provide a certification of destruction if destruction is elected.

CONFIDENTIALITY

Each party shall treat the other party's Data and any non-public information disclosed in connection with this Letter as Confidential Information. Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; or (iii) is independently developed without reference to the disclosing party's Confidential Information. The receiving party shall use Confidential Information only for the purposes of performing its obligations under this Letter and shall restrict access to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Notwithstanding the foregoing, Provider may disclose Confidential Information to the extent compelled by law or legal process; provided, however, that Provider shall, to the extent permitted, notify Client promptly of such requirement so that Client may seek protective measures.

GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Letter.

ENTIRE AGREEMENT

This Letter, together with any exhibits or schedules 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, representations and understandings, whether written or oral. No amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by authorized representatives of both parties.

ACKNOWLEDGMENT

The undersigned parties acknowledge that they have read and understand this Letter and that they are authorized to bind their respective organizations to the terms and conditions set forth herein.

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