Business Edit Discard Solutions

BUSINESS EDIT DISCARD SOLUTIONS AGREEMENT

This Business Edit Discard Solutions Agreement (the Agreement) is made effective as of Effective Date: by and between:

RECITALS

WHEREAS, Provider is in the business of providing professional editing, document management, and secure discard solutions tailored to commercial clients; and

WHEREAS, Client desires to engage Provider to perform certain editing, retention review, secure disposal and related services, and Provider is willing to perform such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the services described below in a professional manner consistent with industry standards. Provider's obligations include secure handling of materials, redaction and editing tasks, inventorying items for discard, and executing authorized disposal procedures.

PAYMENT TERMS

In consideration for the services performed, Client shall pay Provider the fees set forth below. Provider will invoice Client in accordance with the payment schedule. All amounts are due net as specified and are exclusive of applicable taxes unless otherwise stated.

Provider shall submit invoices to Client. Client shall pay undisputed invoices within the time set by the Payment Schedule. Disputed portions must be notified in writing within ten (10) days of receipt. Failure to timely pay undisputed amounts shall entitle Provider to suspend services until payment is made and to recover collection costs and interest as set forth above.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Provider may also terminate immediately for nonpayment of undisputed fees. Upon termination, Client shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination, including costs to effectuate secure final disposition of materials.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes nonpublic business, technical, and/or financial information disclosed in any form. The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to those of its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect such Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiations between senior representatives and, if unsuccessful, shall proceed to legally binding arbitration unless both parties agree otherwise in writing.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits. Provider's aggregate liability under this Agreement for claims of any kind shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or communications, whether oral or written. Any amendment or modification to this Agreement must be 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 provided below or to such other address as a party may designate by notice in accordance with this Section.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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