Business Document Track

BUSINESS DOCUMENT TRACK AGREEMENT

RECITALS

WHEREAS, Client Name: , with primary address at Address: (the "Client"); and

WHEREAS, Service Provider: , with primary address at Address: (the "Provider"); and

WHEREAS, the Client desires to engage the Provider to implement and maintain a business document tracking solution, and the Provider has the expertise and personnel to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider will provide document tracking services including secure intake, indexing, version control, access logging, retention scheduling, and reporting as further described below. The Provider will perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

Compensation: Client shall pay Provider the fees described below in consideration of the services performed under this Agreement.

Payment Schedule: Client shall pay according to the selected schedule: Monthly Quarterly One-time

Late Payment: Any undisputed amount not paid within the invoice terms shall accrue interest at a rate of or the maximum permitted by law, whichever is lower, plus reasonable collection costs.

TERM AND TERMINATION

Effective Date: . Term: This Agreement shall commence on the Effective Date and continue until End Date: , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public business, technical, financial and operational information disclosed by one party to the other whether disclosed orally, visually or in writing.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) use such Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose such Confidential Information to any third party except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those contained herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement, (ii) was already rightfully in the receiving party's possession, (iii) is received without restriction from a third party rightfully possessing such information, or (iv) is independently developed without use of the other party's Confidential Information.

Duration: The obligations set forth in this Confidentiality section shall survive termination of this Agreement for years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

DATA SECURITY AND AUDIT RIGHTS

Provider shall implement and maintain commercially reasonable administrative, technical and physical safeguards to protect Client data. Provider will notify Client of any unauthorized access or data breach affecting Client documents within seventy-two (72) hours of discovery and will cooperate in remediation.

Audit Rights: Client may, upon reasonable notice and during normal business hours, audit Provider's compliance with the terms of this Agreement with respect to Client documents and related controls. Any such audit shall be conducted no more than once per year unless a material incident has occurred.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, confidentiality breaches or violations of applicable law, neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the execution and delivery of this Agreement has been duly authorized by all necessary action.

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