Business Drive Document

BUSINESS DRIVE DOCUMENT

This Business Drive Document (the Agreement) is entered into and made effective as of Effective Date: by and between Company Name: and Service Provider Name: .

WHEREAS

WHEREAS, the Company maintains digital storage resources, systems and collaborative file repositories (collectively, the Business Drive) used for storing, sharing and managing Company business records, documents, and deliverables; and

WHEREAS, the Service Provider has expertise and will perform certain configuration, management, maintenance and secure document handling services with respect to the Business Drive as described in the Scope of Work; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will access, manage and process Company data stored on the Business Drive.

SCOPE OF WORK

The Service Provider shall perform the tasks, deliverables and responsibilities described below. Activities include secure configuration of access controls, user and permission management, backup and retention configuration, file organization and migration assistance, scheduled maintenance, and incident response related to the Business Drive.

PAYMENT TERMS

Payment Amount:   Currency:

Late Payment: If any undisputed amount is not paid within the time specified in the Payment Schedule, the Company shall pay late charges equal to Late Fee: of the overdue balance, plus costs of collection and interest where permitted by law.

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 written notice delivered at least Notice Period: prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of breach.

Upon termination or expiration, the Service Provider will cease access to the Business Drive, return or securely destroy Company Confidential Information in accordance with the Confidentiality clause, and provide a final inventory of access logs and actions performed during the final thirty (30) days of engagement.

CONFIDENTIALITY

The Service Provider acknowledges that in the course of performing under this Agreement it will receive or have access to confidential and proprietary information of the Company (Confidential Information). The Service Provider shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; (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 herein; and (d) implement and maintain reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized access, disclosure, alteration or destruction.

Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes generally known to the public through no act or omission of the Service Provider; (ii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iii) is independently developed by the Service Provider without use of or reference to the Company's Confidential Information.

Upon written request or upon termination of this Agreement, the Service Provider will return or permanently delete Company Confidential Information and certify in writing within Certification Period: that such return or deletion has been completed, except to the extent retention is required by applicable law in which case the Service Provider shall maintain such information securely and confidentially.

DATA SECURITY, OWNERSHIP AND ACCESS

The Company retains sole ownership of all data, documents and files uploaded to the Business Drive. The Service Provider's access is limited to the minimum necessary to perform the Scope of Work. The Service Provider will implement encryption, strong access controls, multi-factor authentication for privileged accounts, logging of administrative actions, and industry-standard backup procedures. Any data breach affecting Company data must be reported to the Company within forty-eight (48) hours of discovery, and the Service Provider shall cooperate in remediation and notification activities.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law in connection with performance under this Agreement.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of Governing Law (State): without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in the selected state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify by notice to the other in accordance with this section.

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