Business Records Document

BUSINESS RECORDS DOCUMENT

This Business Records Document is made and entered into as of by and between:

Parties

Recitals

WHEREAS, the Record Holder maintains certain business records, books, and documents, including but not limited to financial records, transaction logs, personnel files, and electronic records (collectively, the "Records"); and

WHEREAS, the Requesting Party requires access to certain Records for the legitimate business purpose described below and the Record Holder is willing to provide access or certified copies subject to the terms and conditions set forth herein.

WHEREAS, the parties intend this agreement to specify the scope, custody, certification, payment, retention, disclosure limitations, and disposition of the Records.

Scope of Work

Payment Terms

The Requesting Party shall pay the Record Holder for retrieval, reproduction, certification, and delivery of Records as follows:

Late payments shall accrue a late fee of of the overdue amount per month, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on and shall remain in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve the Requesting Party of its obligation to pay for Records already retrieved or services performed prior to termination.

Confidentiality and Use of Records

The Requesting Party shall maintain the confidentiality of Records designated as confidential and shall not disclose Confidential Information except: (a) with the prior written consent of the Record Holder; (b) as required by applicable law, subpoena, or regulatory authority; or (c) to the Requesting Party's employees, contractors, legal counsel, or auditors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

"Confidential Information" does not include information that is or becomes generally available to the public without breach of this Agreement, or that was known to the Requesting Party prior to disclosure as evidenced by written records.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of unless otherwise required by law.

Records Retention, Custody and Certification

The Record Holder represents that it is the custodian of the Records identified in the Scope of Work and will: (a) make reasonable efforts to locate and provide the Records in the requested format; (b) certify as to the authenticity of copies when requested and paid for; and (c) maintain custody and chain of custody documentation for Records delivered or certified under this Agreement.

The Record Holder may withhold or redact information required to be withheld by law, privilege, or contractual duty to a third party. Where lawful, the Record Holder will provide a log describing any redactions and the legal basis for each.

Access, Audit Rights and Costs

The Requesting Party may request onsite inspection or an independent audit of the Records to verify compliance with the Scope of Work. Such audits shall be conducted during normal business hours, upon reasonable prior notice, and at the Requesting Party's expense unless otherwise agreed. The Record Holder may recover reasonable costs for retrieval, redaction, certification, and reproduction in accordance with the Payment Terms.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder. The Requesting Party shall indemnify, defend and hold harmless the Record Holder from and against any third-party claims, liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising from the Requesting Party's misuse of Records or breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate in writing).

Entire Agreement

This Agreement, including any schedules, attachments, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No waiver or modification shall be effective unless in a writing signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Execution and Certification

The undersigned representatives of the parties certify that they are authorized to execute this Agreement on behalf of their respective organizations. Where certification of Records is requested, the Record Holder will, upon receipt of required fees, provide a signed certification attesting that the copies provided are true and correct copies of Records in its custody.

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