Business Filing System

BUSINESS FILING SYSTEM AGREEMENT

This Business Filing System Agreement (the Agreement) is entered into as of between (Client) and (Service Provider).

WHEREAS

WHEREAS, the Service Provider maintains an organized electronic and physical business filing system and possesses expertise in records classification, retention scheduling, secure storage, and record retrieval (the Filing System); and

WHEREAS, the Client desires to engage the Service Provider to implement, maintain, and operate the Client's Filing System in accordance with the terms and conditions set forth in this Agreement, and the Service Provider agrees to perform such services under the terms herein.

PARTIES

SCOPE OF WORK

The Service Provider shall provide the following services in connection with the Client's Filing System. Services include classification of documents, indexing, secure storage (physical and/or electronic), retrieval upon request, retention scheduling in compliance with the Client's legal obligations, periodic audits, and disposal of records in accordance with approved retention schedules. The precise tasks, milestones, and deliverables are described below and shall form part of the scope.

PAYMENT TERMS

In consideration of the services rendered under this Agreement, the Client shall pay the Service Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated. The Service Provider shall invoice the Client in accordance with the invoicing schedule and the Client shall pay in accordance with the payment schedule described below.

Invoices are payable within days of receipt. Late payments will accrue interest as set forth in the Late Payment Fee field and the Client shall reimburse reasonable collection costs and attorney fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not fewer than days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or personal data, including but not limited to client records, employee records, trade secrets, retention schedules, and electronically stored information. The receiving party agrees to: (i) hold such Confidential Information in strict confidence; (ii) not disclose it to any third party except as expressly permitted by this Agreement or required by law; and (iii) use it solely to perform obligations under this Agreement.

The Service Provider shall implement reasonable administrative, physical, and technical safeguards to protect electronic and physical records against unauthorized access, disclosure, alteration, or destruction. Upon termination, the Service Provider shall return or securely destroy Confidential Information as directed by the Client, subject to any legal retention obligations described in the Scope of Work.

AUDITS AND RECORDS

The Service Provider shall permit the Client or its designated auditor to inspect records relating to the performance of services and compliance with this Agreement upon reasonable advance notice and during normal business hours. Audit access shall be limited to information reasonably necessary to verify compliance and performance. The Service Provider shall preserve audit records for a minimum of years following the termination of this Agreement.

WARRANTIES & REPRESENTATIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. The Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

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 incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by the Client to the Service Provider under this Agreement during the preceding twelve (12) months.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, confirmed email transmission, or three (3) business days after deposit with a nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, 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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