Business Document PDF Merge

BUSINESS DOCUMENT PDF MERGE AGREEMENT

This Business Document PDF Merge Agreement (the Agreement) is entered into as of between Client Name:

and Service Provider:

RECITALS

WHEREAS, Client requires conversion, consolidation and programmatic merging of multiple business documents into one or more consolidated PDF deliverables in accordance with the specifications set forth herein; and

WHEREAS, Service Provider is in the business of preparing, converting and merging digital documents and has the expertise, personnel and technical resources necessary to provide secure PDF merge services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, delivery and acceptance of merged PDF deliverables.

SCOPE OF WORK

Service Provider shall perform the services described below and deliver the resulting merged PDF files in accordance with the specifications, formats and delivery schedule set forth in this Section.

PAYMENT TERMS

In consideration for the services provided by Service Provider, Client shall pay Service Provider in accordance with the terms set forth below.

All payments shall be made in United States Dollars unless otherwise agreed in writing. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of services.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement immediately if the other party materially breaches any provision and fails to cure within a reasonable period not to exceed the notice period specified above. Termination for convenience requires the notice period and payment for all services performed through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) acknowledges that it may receive Confidential Information from the other party (the Disclosing Party). Confidential Information includes non-public business information, file contents, personally identifiable information, customer lists and merged output. The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for purposes of performing obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly available without breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure, or (iii) is required to be disclosed by law, provided prompt notice is given to the Disclosing Party to permit a protective order or other remedy.

DATA SECURITY; HANDLING OF SOURCE MATERIALS

Service Provider shall maintain reasonable administrative, physical and technical safeguards designed to protect Client data and source documents from unauthorized access, use or disclosure. Service Provider shall only retain Client source materials for the period necessary to perform the services and shall securely destroy or return source materials following completion unless otherwise agreed in writing.

INTELLECTUAL PROPERTY; LICENSES

Client retains all rights, title and interest in and to the source documents and any underlying data. Service Provider shall have a limited, non-exclusive, non-transferable license to use Client materials solely to perform its obligations under this Agreement. Upon payment in full, Service Provider grants Client ownership of the final merged PDF deliverables, except for any pre-existing tools, templates or code used by Service Provider to generate deliverables, which remain Service Provider's exclusive property.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE PRIOR SIX MONTHS.

Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claim arising from Client's materials, instructions, or misuse of deliverables, except to the extent such claim is caused by Service Provider's gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If the parties are unable to resolve a dispute within sixty (60) days, either party may pursue any available legal or equitable remedy.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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