Business Document Images

BUSINESS DOCUMENT IMAGING AGREEMENT

This Business Document Imaging Agreement ("Agreement") is made effective as of between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client possesses physical and electronic records and other materials requiring professional imaging, indexing and secure handling; and

WHEREAS, Provider is engaged in the business of document imaging and document management services and represents that it has the staff, equipment and systems necessary to perform such services in a secure and professional manner; and

WHEREAS, Client desires to retain Provider to perform imaging services pursuant to the terms and conditions set forth in this Agreement, and Provider desires to accept such engagement.

1. SCOPE OF WORK

Provider shall perform document imaging, indexing, quality assurance, and delivery services as set forth herein and in the Scope of Work described below. Deliverables may include searchable PDF files, high-resolution image files, and index data files.

Deliverable file formats (check all that apply):

PDF TIFF JPEG Other:

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services rendered. All fees are exclusive of applicable sales, use, excise, or other taxes, which shall be the responsibility of Client unless exempt by law.

Unpaid amounts shall bear interest at the lesser of one percent (1%) per month or the maximum lawful rate. Late fee percentage: % (annualized where applicable).

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Upon termination, Client shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination. Early termination fees (if any):

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including client records, personal data, financial information, and the contents of documents submitted for imaging. Provider shall use Confidential Information solely to perform its obligations hereunder and shall not disclose Confidential Information to any third party except as necessary to perform the services and subject to written confidentiality obligations no less protective than those herein.

Confidentiality obligations survive termination for years, except as otherwise required by law.

5. DATA SECURITY AND HANDLING

Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the documents, including secure transport, restricted access, encryption at rest and in transit, and routine secure deletion of temporary files. Provider shall notify Client without undue delay in the event of any actual unauthorized access or security breach affecting Client materials.

Upon completion of services, originals shall be returned or destroyed, as directed by Client. If destruction is requested, Provider will provide a certificate of destruction within days of completion.

6. INTELLECTUAL PROPERTY

Client retains ownership of original documents and all intellectual property rights in the content thereof. Provider grants Client an irrevocable, perpetual, worldwide license to use the delivered image and index files. Provider may retain archival copies solely for its records and internal quality assurance unless Client requires assignment of backup copies by written agreement.

7. LIABILITY AND INDEMNIFICATION

Each party shall indemnify and hold the other harmless from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Provider's aggregate liability to Client for any claim arising out of or related to this Agreement shall not exceed the fees paid to Provider under this Agreement for the services that gave rise to the claim, except for liability arising from Provider's gross negligence, willful misconduct, or violations of applicable data protection laws.

8. 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. The parties submit to exclusive jurisdiction in the courts located in .

9. NOTICES

All notices, requests, demands and other communications under this Agreement must be in writing and delivered to the addresses below by hand delivery, overnight courier, or certified mail (return receipt requested).

10. ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

The parties acknowledge that they have read and understand this Agreement, and that each has had the opportunity to consult legal counsel.

Sign Now