Business Form Removal

BUSINESS FORM REMOVAL AGREEMENT

This Business Form Removal Agreement (the Agreement) is made as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client maintains certain paper and electronic forms, templates, records and related materials used in Client's business operations (collectively, Business Forms); and

WHEREAS, Client desires that certain Business Forms identified in this Agreement be removed from active use, archived, destroyed or otherwise rendered unavailable, and Service Provider has expertise to perform such removal, secure destruction, and certification of removal in accordance with the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope, schedule, consideration and legal obligations associated with the removal of the Business Forms.

SCOPE OF WORK

Service Provider shall perform the removal services described above (Services) in a professional manner consistent with industry standards for the secure removal and, where applicable, destruction or archival of business documents. Services include chain-of-custody documentation, secure transport, secure destruction or archival media transfer, and issuance of a written Certificate of Removal upon completion.

PAYMENT TERMS

All undisputed amounts are due within days from invoice. Late payments shall incur interest at the rate of on the outstanding balance, compounded monthly, together with reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this section, terminates on the End Date: .

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination does not relieve Client of obligations to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public business, financial, technical, or other proprietary information disclosed in any form by Client to Service Provider in connection with the Services. Service Provider shall: (a) use Confidential Information only for the purpose of performing the Services; (b) limit disclosure of Confidential Information to employees, subcontractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) implement and maintain reasonable safeguards to prevent unauthorized access, use or disclosure.

Service Provider shall not retain any copies of Confidential Information following completion of the Services except as required by law or expressly agreed in writing. Upon request, Service Provider shall certify in writing that Confidential Information has been returned or securely destroyed.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that it has the right to authorize removal or destruction of each Business Form identified in the Scope of Work and that such removal will not violate any third-party rights or applicable law.

Service Provider shall perform Services in compliance with applicable law and shall indemnify, defend and hold Client harmless from and against all losses, claims, damages and expenses (including reasonable attorneys' fees) arising from Service Provider's negligent or willful acts or omissions in performing the Services. Client shall indemnify, defend and hold Service Provider harmless from and against any claim arising from Client's breach of its representations herein.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnity obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Service Provider's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

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 laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located in the county where Client's principal place of business is located, and each party consents to personal jurisdiction and venue therein.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous oral or written agreements, proposals and communications. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

SURVIVAL

The provisions of this Agreement that by their nature should survive termination or expiration, including but not limited to Confidentiality, Indemnity, Limitation of Liability, Governing Law and Entire Agreement, shall survive any termination or expiration of this Agreement.

NOTICES

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