Business Document Disc

BUSINESS DOCUMENT DISC

This Business Document Disc Disclosure and Delivery Agreement (the "Agreement") is entered into as of , by and between the parties stated below.

WHEREAS

WHEREAS, Client requires the delivery of certain business documents, records, data files or other materials (collectively "Documents") on removable or electronic media for the purposes set forth in this Agreement; and

WHEREAS, Provider possesses, controls, or will compile the Documents and has the capability to transfer those Documents onto physical or electronic media in accordance with the specifications and schedule set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing the preparation, delivery, acceptance, payment, confidentiality and ownership of the Documents transferred on media, all in accordance with the terms below.

SCOPE OF WORK

Provider shall prepare, transfer and deliver the Documents to Client on the media types specified below and in the format, file structure and delivery method described in this Section. Delivery shall be accompanied by a transmittal inventory describing each item transferred. Provider shall perform the work with commercially reasonable skill and care and in accordance with accepted industry standards.

Media Types: CD/DVD USB Drive External HDD/SSD Secure Electronic Transfer

Format and File Structure:   |   Inventory Included:

Encryption / Password Delivery:

PAYMENT TERMS

As consideration for the Services, Client shall pay Provider the amounts and in the manner set forth below.

Payment Due Days:   |   Late Fee:

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon material breach by the other that remains uncured for .

Effect of Termination: Upon expiration or termination, Provider shall deliver to Client any completed Deliverables and either return or securely destroy all Confidential Information and media containing Confidential Information in accordance with the Confidentiality section below, unless otherwise agreed in writing.

CONFIDENTIALITY

Definition: "Confidential Information" means all nonpublic, proprietary or confidential information disclosed by one party to the other, including the Documents and any metadata, financial records, client lists, trade secrets, and any material marked or identified as confidential.

Obligations: Each receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except as expressly permitted herein. The receiving party shall 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.

Return or Destruction: Upon written request or upon termination or expiration of this Agreement, the receiving party shall promptly return or, at disclosing party's direction, destroy all Confidential Information and certify such destruction in writing.

Exceptions: Confidential Information does not include information that is (a) publicly known through no wrongful act of the receiving party, (b) rightfully received from a third party without a confidentiality obligation, or (c) independently developed without use of the other party's Confidential Information.

ACCEPTANCE; LIABILITY

Acceptance Period: Client shall have days from delivery to inspect and notify Provider of any material defects. Absent timely notice, the Deliverables shall be deemed accepted.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims under or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments or SOWs expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or waiver shall be effective except in a writing signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or to a successor in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations under this Agreement.

Injunctive Relief: The parties agree that a breach of the confidentiality obligations will cause irreparable harm for which monetary damages would be an inadequate remedy and that injunctive relief is an appropriate remedy in addition to any other remedies available at law or in equity.

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