Business File Cleanup

BUSINESS FILE CLEANUP AGREEMENT

This Business File Cleanup Agreement (the "Agreement") is entered into between Service Provider Name: and Client Name: , with an Effective Date of .

RECITALS

WHEREAS, Client maintains business records, electronic files, and related documents (collectively, "Files") that require organization, verification, deletion of redundant or obsolete items, and metadata remediation; and

WHEREAS, Service Provider has the personnel, tools, and expertise to perform a structured cleanup of Client Files in accordance with the Scope of Work set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions governing Service Provider's performance and Client's payment for such File Cleanup services.

SCOPE OF WORK

Service Provider will perform a Business File Cleanup including identification and classification of files, removal of duplicates, consolidation of folder structures, correction of metadata, application of retention tags specified by Client, secure deletion of files designated for disposal, and preparation of a Cleanup Report. The detailed tasks, deliverables, and exclusions are described below.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the Services. All fees are due in U.S. dollars and exclusive of any applicable taxes.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on the Start Date of and continue until the Completion Date of , unless earlier terminated as set forth herein.

Either party may terminate this Agreement for material breach by the other party upon days' written notice to cure the breach. Either party may terminate for convenience upon days' prior written notice. On termination, Client shall pay Service Provider for all Services performed and expenses reasonably incurred through the termination date, and Service Provider shall deliver any completed Cleanup Report and work product in Service Provider's possession.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") relating to business operations, files, customer data, financial information, or any material designated as confidential. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure without obligation of confidentiality; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Receiving Party shall: (i) use Confidential Information solely to perform obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) employ reasonable administrative, technical and physical safeguards to protect Confidential Information. Upon termination or written request, the Receiving Party shall return or securely destroy Confidential Information and certify such destruction in writing within a commercially reasonable time.

The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy and agree that injunctive relief shall be an available remedy in addition to any other remedies at law or in equity.

DATA HANDLING, ACCESS, AND RETENTION

Service Provider shall only access Files to the extent necessary to perform the Scope of Work and shall maintain logs of access and actions taken. Unless Client directs otherwise in writing, Service Provider may retain a single archived copy of cleaned Files for a retention period of days for backup and verification purposes, after which such archived copies will be securely destroyed. Service Provider shall follow Client's reasonable instructions regarding special handling of privileged, attorney-client, or regulated records.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for willful misconduct or gross negligence, Service Provider's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement. Neither party shall be liable for lost profits, lost business, or consequential damages, except to the extent such limitation is prohibited by applicable law.

Client shall indemnify, defend and hold harmless Service Provider from and against claims arising out of Client's failure to accurately identify files for retention or deletion, Client's violation of law, or Client's negligent instructions. Service Provider shall indemnify Client for claims arising from Service Provider's gross negligence or willful misconduct in performing the Services.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any incorporated attachments, exhibits, and the Scope of Work, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by an authorized representative of each party.

NOTICES

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