Business Document Management

BUSINESS DOCUMENT MANAGEMENT AGREEMENT

This Business Document Management Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider operates a document management business providing secure storage, indexing, retrieval and lifecycle management services for business records and related materials; and

WHEREAS, Client desires to engage Service Provider to receive, host, manage, and facilitate authorized access to Client’s business documents under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

PARTIES' CONTACT AND NOTICE INFORMATION

SCOPE OF WORK

Service Provider shall perform document management services including but not limited to receipt, cataloging, secure storage, indexing, digital imaging (if requested), authorized retrieval, and disposition of documents in accordance with Client instructions and applicable law. Services specifically included in this Agreement are described below.

Document digitization and OCR    Physical storage    Access and user management    Retention and secure disposal    Audit and compliance support

PAYMENT TERMS

In consideration for the services, Client shall pay Service Provider the fees described below in accordance with the schedule and invoicing procedures set forth herein.

Invoices are due Net days from invoice date. Late payments shall accrue interest at a rate of per month, not to exceed a maximum of .

TERM AND TERMINATION

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

Upon termination, Service Provider shall, at Client's option, return to Client or securely destroy all Client documents and copies within after termination, subject to any legal retention obligations.

CONFIDENTIALITY

Each party agrees that Confidential Information of the other party shall be held in strict confidence and shall not be disclosed except as required by law or as expressly permitted in writing by the disclosing party. Confidential Information includes Client documents, indexes, metadata, and access credentials. Service Provider shall use at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care.

Service Provider may disclose Confidential Information to subcontractors or personnel who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. Confidentiality obligations survive termination for a period of .

DATA SECURITY, ACCESS, AND RETENTION

Service Provider shall maintain reasonable administrative, physical and technical safeguards to protect Client documents from unauthorized access, alteration, disclosure or destruction, consistent with industry standards for similar services.

INTELLECTUAL PROPERTY

Client retains all right, title and interest in and to Client’s documents and any metadata originating from Client. Service Provider shall have a non-exclusive, non-transferable license to use Client materials solely to provide services under this Agreement. Any software or tools provided by Service Provider remain the exclusive property of Service Provider.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special, or punitive damages. Service Provider’s aggregate liability for claims arising out of or related to this Agreement shall not exceed the fees paid by Client to Service Provider in the twelve (12) month period preceding the claim.

Client shall indemnify, defend and hold harmless Service Provider from and against claims, liabilities and expenses arising from Client’s breach of this Agreement, Client content, or Client’s negligence.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, excluding its conflict of laws rules.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing.

SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

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