Business Folder

BUSINESS FOLDER

Folder Identification

Recitals

WHEREAS, Client Name: seeks to compile, index and maintain a consolidated business folder containing corporate, financial and transactional records (the "Folder");

WHEREAS, Service Provider Name: has experience and capability to assemble, manage and deliver such a Folder in accordance with the terms set forth below; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, confidentiality obligations and other terms in this Business Folder Agreement effective as of Effective Date: .

Scope of Work

Service Provider shall perform the following services in connection with the Folder. The obligations include collection, organization, labeling, indexing, secure storage and delivery of physical or electronic records, and reasonable coordination with Client to verify completeness.

Payment Terms

Client shall pay Provider the fees described below in exchange for the services. All amounts are payable in lawful currency unless otherwise agreed in writing.

Late Payment: If any amount due is not paid within days after the invoice due date, Client will pay a late fee equal to the greater of (a) per month on the outstanding balance, or (b) a flat fee of . Provider may suspend services for overdue accounts following fifteen (15) days' written notice.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days of receipt of written notice of such breach. Termination shall not relieve Client of obligations to pay for services performed and reasonable wind-down costs incurred by Provider.

Confidentiality

Each party acknowledges that in the course of performance it may receive or access Confidential Information of the other party. "Confidential Information" means non-public information disclosed in tangible or intangible form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each recipient party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly known through no wrongful act, is independently developed without use of the other party's Confidential Information, or is rightfully received from a third party without restriction.

The obligations of confidentiality survive termination for a period of three (3) years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law. The recipient acknowledges that monetary damages may be inadequate and agrees that injunctive or equitable relief may be sought to prevent breaches.

Records Inventory & Security

The Folder shall include, at a minimum, the documents checked below. Provider shall maintain an indexed inventory and provide Client with a copy of the inventory upon completion or upon reasonable request.

Certificate of Incorporation / Organization Financial Statements / Tax Filings Material Contracts and Agreements Intellectual Property Registrations and Assignments Employment and Contractor Agreements Other (describe below)

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, the parties agree to submit the dispute to binding arbitration in the county of the governing law state, unless otherwise agreed in writing.

Representation and Warranties; Liability

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES OTHER WARRANTIES, EXPRESS OR IMPLIED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, AND IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY EXCEED THE FEES PAID DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

Entire Agreement; Amendments

This Agreement, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the Folder and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

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