Business File Letter

BUSINESS FILE LETTER

Date:    File No.:

Subject:

Recitals

WHEREAS, Company Name: operates a business offering records management, advisory, and related services; and

WHEREAS, Client Name: has requested that Company open, maintain, and manage a business file identified above in accordance with the terms and conditions set forth in this Business File Letter (the "Agreement");

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Company will perform the file management and related services described below. The services shall include preparation, receipt, logging, storage, retrieval, copying, and limited retention of documents, as well as reasonable correspondence and status reports to Client as requested.

Payment Terms

Client agrees to pay Company fees and expenses for services rendered in connection with the file. Fees are calculated as follows:

Late payments shall bear interest at the rate of on the unpaid balance, compounded monthly, plus any costs of collection, including reasonable attorneys' fees.

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 providing written notice at least days prior to the effective date of termination. Company may immediately suspend services and seek payment for services performed if Client fails to pay amounts when due or otherwise materially breaches this Agreement and does not cure such breach within 15 days after written notice.

Upon termination, Client shall remain liable for fees and expenses incurred through the effective date of termination and for reasonable costs of file transfer or archival. Company shall, at Client's direction and expense, return or transfer original documents to Client or a designated third party within a reasonable time.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed by the receiving party without reference to the disclosing party's Confidential Information, or required to be disclosed by law or valid legal process (provided the disclosing party is given prompt notice and opportunity to seek protective relief).

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Exclusive venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located within that state.

Entire Agreement; Miscellaneous

This Agreement, together with any attachments, exhibits, and any written amendments executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No waiver or modification shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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