Business File Stream Document

BUSINESS FILE STREAM DOCUMENT

Parties and Recitals

This Business File Stream Document (the Agreement) is entered into by and between:

Client Name:    Service Provider:

Effective Date:

WHEREAS, the Client maintains business records, documents and digital assets (collectively, Files) requiring continuous streaming, transfer, backup and controlled access for operational continuity; and

WHEREAS, the Service Provider represents that it has the technical capability and systems to provide File Stream Services (as defined below) in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, use, retention and protection of the Files.

Definitions

"File Stream Services" means the continuous or scheduled transfer, synchronization, secure storage, backup, and controlled access services for Client Files provided by the Service Provider pursuant to this Agreement.

"Confidential Information" means non-public business, operational, technical, customer or financial information disclosed by a party that is marked as confidential or which a reasonable person would understand to be confidential.

Scope of Work

The Service Provider shall provide File Stream Services that include, at minimum: secure transfer of Files, versioning and retention controls, encrypted storage and backups, role-based access control, logging of access and transfers, and reasonable measures for disaster recovery. The Service Provider will maintain documentation of procedures and make such documentation available to Client upon reasonable request.

Payment Terms

Monthly    Quarterly    Upon Invoice

Invoices are due within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Term and Termination

Term Commencement:    Term Expiration:

This Agreement shall continue in effect for the Term above unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon providing days' prior written notice.

Data Ownership; Access and Retention

All Files and underlying data remain the sole property of the Client. Service Provider is granted only a limited, non-exclusive license to process, store and stream the Files for the purpose of performing the File Stream Services. Client retains all rights, title and interest in and to its Files. Service Provider shall not use Files for any purpose other than as directed by Client in writing.

Retention: Service Provider will retain Files and version history for the period set forth in the Scope of Work or, if not specified, for a period of days following termination unless otherwise directed in writing by Client.

Confidentiality

Each party shall treat the other party's Confidential Information as strictly confidential and shall not disclose such information except (a) to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement; (b) as required by law with prior notice to the disclosing party; or (c) with the disclosing party's prior written consent. Service Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Confidential Information against unauthorized access, disclosure, alteration or loss.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

Security; Audit Rights

Service Provider shall maintain industry-standard security measures, including encryption in transit and at rest, access controls, logging and regular backups. Upon reasonable notice, Client may audit Service Provider's compliance with security and privacy obligations no more than once annually, subject to confidentiality protections and at Client's expense unless audit reveals material noncompliance.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in performance of this Agreement. Except for liability arising from gross negligence, willful misconduct, breaches of confidentiality or violations of law, neither party's aggregate liability shall exceed the fees paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

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 law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If negotiation fails, disputes shall be submitted to the exclusive courts located in the county of the governing state.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and understandings. No amendment or waiver of any provision will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any other breach.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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