Business Document Microsoft Lens

BUSINESS DOCUMENT MICROSOFT LENS - GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of by and between:

Client Name:     Client Address:

Service Provider Name:     Provider Address:

RECITALS

WHEREAS, Client requires the capture, digitization, organization and limited editing of business documents and imagery captured using device-based document capture tools (including Microsoft Lens or equivalent capture workflows) for business recordkeeping, and;

WHEREAS, Service Provider has expertise in processing, converting and delivering business documents, metadata extraction and secure archival workflows and is willing to provide such services to Client under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

SCOPE OF WORK

Deliverables shall include clearly specified file formats, OCR/metadata fields where applicable, file naming conventions, and secure delivery method. The Service Provider will perform quality assurance checks and reprocess items that fail acceptance criteria within a commercially reasonable timeframe.

PAYMENT TERMS

Payments are due within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at % per month or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues through End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days following receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether in written, electronic or oral form, 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. Confidential Information includes business records, scanned documents, extracted metadata, account credentials, pricing, and technical processes.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets where longer protection is permitted by law.

INTELLECTUAL PROPERTY AND DATA RIGHTS

Unless otherwise agreed in writing, Client retains ownership of the original content of Client documents and any underlying data. Service Provider grants Client a perpetual, worldwide, royalty-free license to any processing outputs necessary for Client to use the deliverables. Service Provider retains ownership of pre-existing tools, software, models and methods used to perform the services; no transfer of ownership of such pre-existing intellectual property is effected by this Agreement.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law rules. The parties agree to attempt to resolve disputes in good faith prior to initiating litigation.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be binding 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 listed above or to such other address as a party may designate by written notice. Notices may be delivered by personal delivery, certified mail, or commercial courier.

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