Business Document Store Document

Business Document Store Services Agreement

This Business Document Store Services Agreement (the Agreement) is entered into as of by and between:

and

Recitals

WHEREAS, Client maintains business records, documents and data for operational, legal and regulatory purposes and requires secure storage, indexing and retrieval services; and

WHEREAS, Provider operates a document storage and management service and is willing to provide such services to Client under the terms and conditions set forth herein; and

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

Scope of Services

Provider shall provide secure storage, inventorying, indexing, retrieval, delivery and destruction services for Client Documents as described below. Services shall be provided in accordance with Provider's documented procedures and applicable law.

Storage medium (select all that apply): Physical (off-site boxes) Digital (scanning & electronic storage)

Payment Terms

Client shall pay Provider for services as follows. All fees are due in accordance with the invoicing schedule set forth below.

Late payments shall incur a charge of % per month on outstanding balances, or the maximum permitted by law, whichever is less. Minimum late fee per invoice:

All fees are exclusive of taxes. Client shall be responsible for all sales, use, excise or other taxes imposed on the provision of services, except taxes based on Provider's net income.

Term and Termination

The initial term of this Agreement shall commence on and continue until , unless sooner terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice of breach.

Upon termination, Client shall pay all outstanding fees and charges through the effective date of termination. Provider shall, at Client's direction and subject to payment of applicable fees, return or securely destroy Client Documents in accordance with this Agreement.

Confidentiality

Provider acknowledges that Client Documents may contain confidential, proprietary or personally identifiable information. Provider shall maintain the confidentiality of all Client Documents and shall not disclose such information except to authorized personnel, subcontractors performing services under this Agreement, or as required by law. Provider shall implement and maintain appropriate administrative, physical and technical safeguards to protect confidentiality and prevent unauthorized access or disclosure.

Notwithstanding the foregoing, confidentiality obligations do not apply to information that: (a) is or becomes generally available to the public through no fault of Provider; (b) was known to Provider prior to disclosure by Client without restriction; or (c) is rightfully obtained by Provider from a third party without restriction.

Records Retention, Access and Destruction

Provider will maintain an inventory and index of Client Documents and will make documents available for retrieval in accordance with the agreed service levels. Requests for retrieval shall be made in writing or by authorized electronic request; Provider shall use reasonable commercial efforts to comply within timeframes agreed by the parties. Retrieval requests may be subject to retrieval fees set forth above.

Provider may destroy Client Documents only upon Client's written instruction or after expiration of agreed retention periods. Provider will provide a certificate of destruction upon request and retention/destruction actions shall be logged.

Insurance, Liability and Indemnification

Provider shall maintain commercial general liability and property insurance in amounts sufficient to cover physical loss to stored documents and related liabilities. Provider's liability for loss or damage to Client Documents shall be limited to the greater of (a) the actual documented replacement cost of the lost or damaged documents, or (b) the amount of insurance proceeds actually recovered by Client. Provider shall not be liable for incidental, consequential or punitive damages except to the extent caused by Provider's gross negligence or willful misconduct.

Each party shall indemnify and hold the other harmless from claims arising out of its own acts or omissions in connection with this Agreement, including reasonable attorneys' fees and costs, except to the extent caused by the indemnified party's own negligence or willful misconduct.

Data Protection and Security

For digital storage, Provider shall implement commercially reasonable technical safeguards including encryption, regular backups and access controls. Provider shall notify Client promptly upon discovery of any unauthorized access to Client Documents and shall cooperate with Client in any response and remediation. Provider's security obligations are subject to reasonable limitations required by law and the underlying technology.

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 law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the county where Provider maintains its principal place of business, unless otherwise agreed in writing.

Entire Agreement; Amendment

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings. This Agreement may be amended or modified only by a written instrument signed by both parties.

Miscellaneous Provisions

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

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