Business Document Converter Failure

DOCUMENT NAME

This Business Document Converter Failure Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client engaged Service Provider to convert and migrate business documents and data from legacy formats to electronic formats and to deliver converted outputs in a mutually agreed format; and

WHEREAS, the parties have identified conversion errors, data integrity failures, or format nonconformities (collectively, Conversion Failures) affecting a portion of the deliverables, discovered on or about ; and

WHEREAS, the parties desire to document the scope of remediation work, payment arrangements, and allocation of responsibilities arising from the Conversion Failures without waiving rights reserved under the original engagement as expressly set forth herein.

SCOPE OF WORK

The Service Provider shall perform remediation and re-conversion services limited to the items set forth below, and shall use commercially reasonable efforts to restore data integrity and format conformance in accordance with the standards and deadlines set out in this Agreement.

PAYMENT TERMS

In consideration for the remediation services described above, Client shall pay Service Provider as follows. Any amounts unpaid when due shall accrue interest as provided below and constitute a breach if not cured in accordance with this Agreement.

Overdue amounts shall bear interest at or a flat late fee of , whichever is greater, calculated from the date payment was due until paid in full. Interest and fees shall not limit any other remedies available under this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and continues until the End Date or completion of the Scope of Work, whichever occurs later, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice describing the breach with reasonable detail. Termination shall not relieve Client of the obligation to pay for work performed and accepted prior to termination.

CONFIDENTIALITY

Each party acknowledges that during performance it will receive Confidential Information of the other. "Confidential Information" means nonpublic information disclosed in any form that the disclosing party identifies as confidential or that reasonably should be understood to be confidential. Receiving party shall (a) use Confidential Information solely for performance under this Agreement, (b) restrict disclosure to those employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those hereunder, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations survive termination for a period of three years, except for trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

LIMITATION OF LIABILITY

Except for willful misconduct or breaches of confidentiality, neither party shall be liable for incidental, consequential, special, punitive or exemplary damages, including lost profits, arising out of or relating to this Agreement. The aggregate liability of Service Provider for direct damages arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement.

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. Each party consents to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, negotiations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Headings are for reference only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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