Business Document Central Archive

BUSINESS DOCUMENT CENTRAL ARCHIVE AGREEMENT

This Business Document Central Archive Agreement ("Agreement") is entered into as of , (the "Effective Date") by and between:

Parties

WHEREAS

WHEREAS, Archive Provider maintains a centralized secure repository and management services for business documents, including indexing, encrypted storage, access controls, backup and retention (the "Central Archive"); and

WHEREAS, Client desires to transfer certain business records, documents and related metadata to the Central Archive and to obtain archival, access and retrieval services pursuant to the terms set forth herein; and

WHEREAS, Archive Provider has represented that it has the technical, administrative and physical safeguards, and operational processes necessary to perform the services described in this Agreement.

Scope of Work

Archive Provider shall receive, ingest, index, store, preserve and make available for authorized access the documents and records submitted by Client (collectively, "Archived Materials") in accordance with the technical specifications, metadata schema and access rules described below and as may be further detailed in written task orders signed by the parties.

Service Levels and Deliverables

Archive Provider shall provide at minimum: daily backups, encrypted storage at rest, role-based access controls, 99.5% monthly uptime (excluding scheduled maintenance), audit logs of all access and retrieval operations, and one full export of Client's Archived Materials upon termination, subject to reasonable export fees.

Payment Terms

Client shall pay Archive Provider the fees set forth below in consideration for the services. Fees are exclusive of taxes, which Client shall pay where required.

Term and Termination

The term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with this Section.

Either party may terminate for material breach if the breach is not cured within the notice period specified above. Upon termination, Archive Provider shall provide Client with a full export of all Archived Materials within 30 days, subject to payment of any unpaid fees and reasonable export charges.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including client documents, metadata, access credentials, pricing and technical designs. Each party shall: (a) use Confidential Information solely to perform its obligations hereunder; (b) restrict disclosure to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) implement commercially reasonable administrative, physical and technical safeguards to protect Confidential Information.

Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations under this Section shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Access, Security and Ownership

Client retains all right, title and interest in and to the Archived Materials. Archive Provider shall maintain reasonable administrative, physical and technical safeguards including, but not limited to, encryption at rest, encrypted transmission, access control lists, multi-factor authentication for administrator access and routine vulnerability management. Archive Provider shall notify Client without undue delay of any unauthorized access or security incident affecting Archived Materials and shall cooperate in remediation.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement. Client represents and warrants that it has the right to submit the Archived Materials and that such submission does not infringe third party rights. Archive Provider shall indemnify Client for direct damages resulting from Archive Provider's gross negligence or willful misconduct in handling Archived Materials. The parties' aggregate liability under this Agreement shall be limited to direct damages not to exceed the twelve (12) months' fees paid by Client during the prior twelve (12) month period, except for liability arising from willful misconduct or breach of confidentiality.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Venue for any dispute shall be in a court of competent jurisdiction located in the same state unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, together with any written task orders or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

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