Business EDRS Document

Business EDRS Document

This Business EDRS Document (the Agreement) is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client desires to engage Service Provider to implement, maintain and support an Electronic Document Retention and Retrieval System (EDRS) to manage Client business records and associated metadata; and

WHEREAS, Service Provider represents that it possesses the experience, personnel and technical capability necessary to provide the EDRS services described herein under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality and other terms governing the parties' rights and obligations in connection with the EDRS implementation and ongoing services.

SCOPE OF WORK

Service Provider shall perform the following services for Client in accordance with the specifications and schedules set forth below. Service Provider shall deliver services in a professional manner, consistent with industry standards and applicable law.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered under this Agreement. All amounts are payable in lawful money of the applicable jurisdiction and are exclusive of taxes unless otherwise indicated.

One-time payment upon execution    Monthly installments    Milestone-based payments

If Client fails to pay undisputed amounts within the invoice terms, Service Provider may suspend services after providing written notice and an opportunity to cure consistent with the Termination provisions below. Interest and collection costs may be charged to the extent permitted by law.

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 convenience upon providing Notice Period (days): days' prior written notice to the other party. Either party may terminate for material breach if such breach remains uncured after thirty (30) days' written notice describing the breach, or immediately for material breach that is incapable of cure.

Upon termination, Service Provider shall deliver to Client all Client records in its possession within thirty (30) days and Client shall pay all undisputed fees and expenses accrued through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall maintain in confidence all non-public, proprietary or business information disclosed by the other party (Disclosing Party) and marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes publicly available through no fault of Receiving Party; (ii) was rightfully in Receiving Party's possession prior to disclosure; (iii) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Receiving Party shall use Confidential Information solely for performance under this Agreement, restrict access to those employees and contractors with a need to know, and apply reasonable security measures consistent with industry standards. Confidentiality obligations survive termination for a period of five (5) years, except for trade secrets which shall remain protected for the duration permitted by law.

Notwithstanding the foregoing, either party may disclose Confidential Information as required by law, regulation, or order of a court or governmental authority, provided that the disclosing party gives prompt notice to the other and cooperates in any lawful efforts to limit disclosure.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and appendices executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior proposals, negotiations, representations and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. 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 merger or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses provided in this Agreement.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for reference only and do not affect interpretation.

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