Business Document Burns

BUSINESS DOCUMENT BURNS AGREEMENT

This Business Document Burns Agreement (the Agreement) is made and entered into by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of collection, transport and final disposition of confidential business records and maintains procedures and facilities for the secure destruction of such materials; and

WHEREAS, Client desires to engage Service Provider to collect, transport and permanently destroy certain physical and/or electronic records containing proprietary or personally identifiable information in accordance with the terms set forth herein; and

WHEREAS, the parties intend that destruction shall be performed in a secure manner that renders records irrecoverable and that Service Provider shall provide written certification of destruction in accordance with this Agreement.

SCOPE OF WORK

Service Provider shall provide secure collection, transport and final disposition services for records described below and as further detailed in the Scope of Work. Services shall include chain-of-custody documentation, secure transport using locked containers or sealed bags, and destruction by the selected method. Service Provider warrants that destruction methods shall render materials beyond practical reconstruction.

PAYMENT TERMS

Compensation for Services rendered under this Agreement shall be as follows. Client shall pay Service Provider the Fees described below in consideration for collection, transport, destruction, and certification.

Late payments shall bear interest at the rate of on the outstanding balance, compounded monthly, until paid. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred in the recovery of past due amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice given not less than days to the other party. Termination for cause shall be effective immediately upon written notice if the breaching party fails to cure a material breach within fourteen (14) days after receipt of written notice of such breach.

CONFIDENTIALITY

Service Provider acknowledges that in performing the Services it may have access to Client's confidential, proprietary or personally identifiable information (Confidential Information). Service Provider shall: (a) use Confidential Information solely for the purposes of performing the Services; (b) restrict disclosure to employees or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) implement commercially reasonable physical, administrative and technical safeguards to protect Confidential Information against unauthorized access, disclosure or use.

Service Provider shall not retain copies of Confidential Information following destruction and shall provide a written Certification of Destruction identifying the types and volume of materials destroyed, the date(s) of destruction, and the method of destruction.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Service Provider shall defend, indemnify and hold harmless Client, its officers, directors and employees from and against any third-party claims, liabilities, losses or damages arising from Service Provider's gross negligence, willful misconduct or material breach of this Agreement. Except for claims arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and each party's aggregate liability shall not exceed the total Fees paid 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 its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and any approved written change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Subcontracting: Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for compliance with this Agreement and for ensuring subcontractors comply with confidentiality and security obligations herein.

Records: Service Provider shall maintain accurate records of collections, transports and destructions for a period of and shall make such records available to Client upon reasonable request.

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