Business Kardex

BUSINESS KARDEX

Parties and Recitals

This Business Kardex Agreement (the "Agreement") is made effective as of between:

Client Name: , Address:

Service Provider: , Address:

WHEREAS, Client requires the creation, maintenance and control of a Business Kardex system to record and manage business assets, records and transactions; and

WHEREAS, Service Provider has the experience and capability to create and maintain such Kardex records and to implement access, retention and audit controls as set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Kardex Identification

Scope of Work

Service Provider shall prepare, maintain, and deliver a Business Kardex that records the categories of records identified below, maintains an access log, implements retention scheduling, and provides periodic reconciliation and reporting as described herein. Service Provider shall perform the services in a professional manner consistent with industry standards and applicable law.

Record Categories and Access

Specify primary categories to be tracked in the Kardex. Check all that apply and describe any special handling instructions.

Kardex Inventory Snapshot

Use the fields below to provide a current snapshot of key entries in the Kardex. Add rows as required in physical records.

Payment Terms

All fees are exclusive of applicable taxes. Client shall reimburse reasonable, pre-approved out-of-pocket expenses documented by Service Provider. Failure to pay any undisputed invoice within the agreed period shall entitle Service Provider to suspend services after thirty (30) days written notice.

Term and Termination

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the termination effective date.

Confidentiality

Each party acknowledges that the Kardex will contain Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that by its nature should reasonably be understood to be confidential. Service Provider shall use Confidential Information only for the purposes of performing its obligations under this Agreement and shall not disclose such information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The confidentiality obligations shall not apply to information that: (a) is or becomes public through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known to the receiving party without restriction prior to disclosure; or (d) is independently developed without use of the disclosing party's Confidential Information. Upon termination, Service Provider shall return or destroy Confidential Information as directed by Client and provide written certification of such return or destruction when requested.

Audit, Retention & Access

Client reserves the right to audit Kardex entries and access logs upon reasonable notice. Service Provider shall cooperate with any such audit conducted during normal business hours and shall provide copies of records requested by Client to the extent necessary to validate compliance with this Agreement.

Representations and Warranties; Liability

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR 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 conflict of laws principles. Any dispute arising under this Agreement shall be resolved in the courts located in that state, subject to the parties' right to seek injunctive relief in any appropriate forum.

Entire Agreement

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, written or oral. Any amendment or modification must be in writing and signed by both parties.

Notices

Administrative Data

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