Business Document Cleanup

BUSINESS DOCUMENT CLEANUP AGREEMENT

This Business Document Cleanup Agreement (Agreement) is made effective as of Effective Date: by and between Client Name: with Address: and Service Provider Name: with Address: .

RECITALS

WHEREAS, Client maintains business records, contracts, policies, and other documents (collectively, Documents) that require organization, standardization, redaction of sensitive information, formatting, and verification to meet Client's internal retention and operational standards; and

WHEREAS, Provider possesses the expertise, personnel, and procedures necessary to perform Document cleanup services, including but not limited to indexing, metadata correction, redaction, template standardization, and producing final deliverables in agreed formats; and

WHEREAS, Client desires to engage Provider, and Provider agrees to perform the services subject to the terms and conditions of this Agreement.

SCOPE OF WORK

Provider will perform the document cleanup services described below. The parties may modify the Scope only by a written Change Order executed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Provider for the services performed in accordance with the amounts and schedule set forth below. All amounts are in U.S. dollars unless otherwise stated.

Invoices are due and payable within days of receipt unless otherwise agreed in writing. Late payments shall incur interest at the lesser of or the maximum rate permitted by law. Client is responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and completed work for which Client has paid; Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party to the other, whether oral, written, or electronic, including but not limited to business records, personally identifiable information, financial information, trade secrets, and the Documents subject to cleanup. Confidential Information does not include information that is or becomes generally available to the public through no breach of this Agreement or was already known by the receiving party without obligation of confidentiality.

Provider shall restrict disclosure of Confidential Information to those employees and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Provider shall implement and maintain appropriate administrative, physical, and technical safeguards to protect Confidential Information from unauthorized access, disclosure, alteration, or destruction.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Subject to Client's payment of all fees due under this Agreement, Provider assigns to Client all right, title and interest in the deliverables specifically created for Client under this Agreement (Work Product). Provider retains ownership of Provider's pre-existing materials, tools, methodologies, templates, and know-how. To the extent any pre-existing materials are included in the Work Product, Provider grants Client a perpetual, nonexclusive, royalty-free license to use such materials solely as incorporated into the Work Product.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breach of confidentiality, gross negligence, or willful misconduct, neither party shall be liable to the other for incidental, consequential, punitive, or special damages arising out of or relating to this Agreement, even if informed of their possibility. Provider's aggregate liability to Client for any claim arising out of or relating to this Agreement shall not exceed the total fees paid to Provider under this Agreement.

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, provided that the indemnified party gives prompt written notice of the claim and cooperates in the defense.

ACCEPTANCE; REVIEW PERIOD

Client shall have business days after delivery of each deliverable to inspect and accept or reject the deliverable. Absent timely written rejection specifying non-conformities, the deliverable will be deemed accepted.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any action to enforce this Agreement shall be brought in state or federal courts located within that State, and each party consents to personal jurisdiction and venue in those courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written Change Orders and attachments executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may subcontract portions of the Services provided Provider remains responsible for performance. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice.

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