Business Document Merged Files

BUSINESS DOCUMENT MERGED FILES

This Business Document Merged Files Agreement ("Agreement") is made as of Effective Date: by and between Client Name: (the "Client"), and Provider Name: (the "Provider").

WHEREAS

WHEREAS, Client requires consolidation, standardization, reformatting and secure merging of its business documents, records and electronic file sets into a single, organized repository (the "Merged Files"); and

WHEREAS, Provider represents that it has the expertise, personnel, systems and security controls necessary to perform document merging, indexing, format conversion and delivery services in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, confidentiality obligations and other terms governing Provider’s performance and Client’s acceptance of the Merged Files.

SCOPE OF WORK

Provider shall perform the services described below in a professional manner consistent with industry standards. Provider will: (a) receive source documents in formats agreed by the parties; (b) convert, merge, index and reconcile documents according to the Client's specifications; (c) preserve metadata where reasonably practicable; and (d) deliver the compiled Merged Files in the delivery format and schedule set forth below.

PAYMENT TERMS

Client shall pay Provider the fees set forth below as full and complete compensation for the Services. Fees do not include taxes, third-party charges or expenses unless otherwise specified.

Amount overdue shall bear a late fee of on the unpaid balance, calculated monthly and compounded where permitted by law. Client shall also reimburse Provider for collection costs, including reasonable attorneys' fees, arising from delinquent payments.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon delivery of written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work-in-progress and completed Merged Files for which Client has paid, and Client shall pay Provider for services performed through the effective date of termination in accordance with the Payment Terms above. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

For the purpose of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business records, client data, file contents, metadata and proprietary processes. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) was lawfully in the receiving party’s possession prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall: (i) use Confidential Information solely for performance or enforcement of this Agreement; (ii) limit disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) implement reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized access, disclosure or use. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

DATA SECURITY AND RETURN

Provider shall maintain physical and electronic safeguards consistent with industry standards to protect Client data and Merged Files. In the event of a security incident affecting Client data, Provider shall notify Client promptly and cooperate in incident response and mitigation. Upon termination or expiration, Provider shall, at Client’s direction, either return or securely destroy Client’s Confidential Information and certify such destruction in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any dispute arising under this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS. PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given (a) when delivered personally; (b) when sent by certified mail, return receipt requested; or (c) when sent by nationally recognized overnight courier, to the contact information set forth below or to such other address as a party may designate by notice in accordance with this Section.

MISCELLANEOUS

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, agency, partnership or joint venture relationship.

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