Business File Handler

BUSINESS FILE HANDLER AGREEMENT

Parties

Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Service Provider is engaged in the business of receiving, cataloging, organizing, storing, transferring and otherwise managing physical and electronic business files and records (the services collectively, "File Handling"); and

WHEREAS, Client desires to retain Service Provider to perform File Handling services with respect to Client files and records under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows. Effective Date:

Scope of Work

Service Provider shall perform File Handling services for Client as described below. Services include but are not limited to intake, indexing, secure storage, retrieval, prescribed transfers, digital conversion when agreed in writing, disposition, and incident reporting. The parties may supplement this scope by written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Late fee (percent per month): — or flat late fee:

All amounts not paid when due shall accrue interest as specified above and Client shall be responsible for reasonable collection costs, including attorneys' fees, to the extent permitted by law.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until termination as provided herein. Start Date: End Date (if any):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of such breach. Upon termination, Service Provider shall, at Client's direction and expense, return or securely destroy Client files and provide a final accounting of files in Service Provider's custody.

Confidentiality

"Confidential Information" means nonpublic information of Client disclosed to Service Provider in connection with the File Handling services, including client lists, account numbers, records, and content of files. Service Provider shall hold Confidential Information in strict confidence and shall not disclose Confidential Information to third parties except as required to perform services under this Agreement, as required by law, or with Client's prior written consent. Service Provider shall implement reasonable administrative, technical and physical safeguards to protect Confidential Information against unauthorized access, use or disclosure.

The obligations in this section shall survive termination of this Agreement for a period of or for the length of any retention period required by law, whichever is longer.

Governing Law; 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 laws principles. The parties agree to attempt in good faith to resolve disputes promptly through negotiation between senior representatives. If negotiation fails, the parties agree that disputes shall be resolved in the state or federal courts located in the selected jurisdiction.

Records, Access and Return

Service Provider shall maintain a complete and accurate inventory of Client files in its custody and shall permit Client or Client's authorized representative reasonable access to inspect such inventory during normal business hours upon prior notice. Upon termination, Service Provider shall, at Client's direction and expense, transfer files to Client or to a designated successor in a commercially reasonable manner.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement, subject to any limitations of liability set forth herein.

Entire Agreement

This Agreement, together with any written change orders and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings and communications. Any amendment to this Agreement must be in writing and signed by an authorized representative of each party.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section above or to such other address as either party may provide in writing. Notice is effective upon personal delivery, three (3) days after being sent by certified mail, or one (1) business day after deposit with a nationally recognized overnight courier.

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