Business Paperfile

Business Paperfile Agreement

Parties and Identification

This Business Paperfile Agreement (the Agreement) is entered into as of Effective Date: , by and between:

Recitals

WHEREAS, Client maintains certain hardcopy business records, files, and documents that require organization, secure storage, retrieval and disposition services; and

WHEREAS, Service Provider is engaged in the business of physical records management, secure paper filing, retrieval, and destruction and possesses the personnel, facilities and equipment necessary to provide such services in compliance with applicable record retention obligations; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide Business Paperfile services to Client.

Scope of Work

Service Provider will perform the services described below (Services). Services shall be performed in a professional manner consistent with industry standards and any applicable legal requirements.

Standard Services may include but are not limited to intake and indexing of incoming records, secure storage, cataloging, retrieval on request, transportation of files, scanning on demand, and secure destruction in accordance with Client written instructions. Any services outside the Detailed Scope of Work will require a written change order signed by both parties and may incur additional charges.

Payment Terms

Client shall pay Service Provider fees as set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, invoices are due within days of invoice date. Past due amounts shall accrue a late fee of or the maximum lawful rate, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

The term of this Agreement shall commence on the Effective Date set forth above and continue until: Commencement Date: , ; and Termination Date: , .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Within thirty (30) days of termination, Service Provider will, at Client's direction and expense, return or securely destroy Client records in accordance with the Detailed Scope of Work.

Confidentiality

For purposes of this Agreement, Confidential Information means any nonpublic information disclosed by Client to Service Provider, whether oral, written, electronic or physical, that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business records, personally identifiable information, financial information, and any hardcopy documents entrusted to Service Provider for storage or processing.

Service Provider shall: (a) use Confidential Information solely to perform the Services; (b) restrict access to Confidential Information to those employees and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; (c) implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Confidential Information; and (d) promptly notify Client upon discovery of any unauthorized access, use or disclosure of Confidential Information and cooperate in any remediation.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly available through no breach by Service Provider; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of Client Confidential Information. Service Provider's obligations under this section survive termination of this Agreement for a period of five (5) years; however, obligations with respect to personal data shall survive as required by applicable law.

Representations, Liability and Insurance

Each party represents that it has the authority to enter into this Agreement and perform its obligations. Service Provider shall maintain commercial general liability insurance and, where applicable, professional liability and workers' compensation insurance in amounts customary for the industry. Service Provider's liability for direct damages arising out of or relating to this Agreement shall be limited to the greater of the fees paid by Client to Service Provider in the twelve (12) months preceding the claim or two hundred fifty thousand dollars ($250,000). In no event shall either party be liable for consequential, incidental, punitive or special damages, except for claims arising from willful misconduct or gross negligence.

Data Protection and Records Handling

Service Provider shall handle physical records in accordance with the Detailed Scope of Work and applicable privacy and data protection obligations. Where Service Provider engages subcontractors for storage or transportation, Service Provider shall ensure subcontractors are subject to equivalent confidentiality and security obligations. Service Provider will maintain chain-of-custody documentation for retrievals and destructions upon Client request.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices shall be in writing and delivered to the addresses set forth above or such other address as either party may designate in writing. Notices are effective upon (a) personal delivery, (b) three (3) business days after deposit with an internationally recognized courier, or (c) one (1) business day after confirmed electronic delivery where the parties have expressly agreed to electronic notice.

Miscellaneous

Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the original intent.

Authorizations

Each party represents and warrants that the individual signing below is duly authorized to execute this Agreement on behalf of the named party and that execution of this Agreement will bind the party to all terms and conditions herein.

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