Business Recorders Template

Business Recorders Agreement

This Business Recorders Agreement ("Agreement") is entered into as of by and between Client Name: , and Recorder/Service Provider Name: .

WHEREAS

WHEREAS, Client requires professional recording, transcription, storage and record-keeping services in connection with its business operations; and

WHEREAS, Recorder represents that it is experienced and equipped to perform such recording, producing and secure retention of business records in the formats and schedules required by Client; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the recording, storage, handling and delivery of Client records under the terms and conditions of this Agreement.

SCOPE OF WORK

Recorder shall provide recordings and related deliverables in the following primary formats: . Delivery method: . The Recorder will maintain a catalog of recordings including date, event identifier and retention schedule.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices issued by Recorder are due within days of invoice date. A late fee equal to of the unpaid balance shall accrue monthly on past-due amounts. Client shall also be responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon giving written notice at least days to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" includes all non-public business, technical, financial, personal data and other proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential. Recorder acknowledges that recordings and transcriptions of Client meetings, client lists, pricing and internal communications are Confidential Information.

The Receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) employ reasonable administrative, technical and physical safeguards to protect Confidential Information from unauthorized access, disclosure or use; and (c) limit disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes public without breach of this Agreement; (ii) was in the Receiving Party's possession prior to disclosure as shown by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. If a Receiving Party is compelled by law or regulation to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party (when permitted) and cooperate to seek a protective order or other appropriate remedy.

RECORD RETENTION, SECURITY AND DELIVERY

Recorder shall retain and store recordings and related records in a secure manner consistent with industry standards. Retention period: years unless otherwise directed in writing by Client. Upon termination or expiration, Recorder shall, at Client's election, return all originals and copies of Confidential Information or permanently delete and certify such deletion within thirty (30) days, subject to Recorder's obligations to maintain backups required by law.

Recorder shall implement access controls, encryption in transit and at rest where technically feasible, and reasonable incident response procedures. Recorder shall notify Client promptly of any unauthorized access or data breach affecting Client records and shall cooperate in mitigation and remediation.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Recorder warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO RECORDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Recorder shall indemnify and hold Client harmless from third-party claims arising from Recorder's gross negligence or willful misconduct in performing the services. Client shall indemnify Recorder from claims arising from Client's unlawful instructions, content of recordings that infringe third-party rights, or Client's breach of this Agreement.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including privacy, data protection and wiretapping laws. Recorder shall comply with any reasonable Client policies provided in writing that do not conflict with applicable law.

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 shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved within 30 days, either party may seek relief in a court of competent jurisdiction located in the governing state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work and written amendments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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