Business Records Management Template

BUSINESS RECORDS MANAGEMENT AGREEMENT

This Business Records Management Agreement ("Agreement") is made and entered into as of by and between the parties identified below.

Client Name:

Records Manager Name:

WHEREAS

WHEREAS, Client possesses certain books, records, documents and electronic data (collectively, "Records") that require storage, maintenance, retention, retrieval and disposition in accordance with applicable legal and regulatory requirements; and

WHEREAS, Records Manager is engaged in the business of providing records management, storage, electronic imaging and related services and represents that it has the expertise, facilities and procedures necessary to manage the Records in a secure and compliant manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Records Manager will manage Client's Records as described in this Agreement.

SCOPE OF WORK

Records Manager shall provide records management services including, but not limited to, secure receipt, indexing, cataloging, storage, retrieval, imaging, retention management, disposition and destruction of Records in accordance with the schedule and specifications set forth below.

Electronic storage format (select all that apply): Electronic Paper Scanned/Image

PAYMENT TERMS

Client shall pay Records Manager the fees set forth below for the services described in this Agreement. Fees are exclusive of applicable taxes, which shall be the responsibility of Client.

Late Payment: Amounts not paid within days after invoice date shall accrue interest at the lesser of or the maximum rate permitted by law. Client shall also reimburse Records Manager for all reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on and shall remain in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach that remains uncured for days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed through the effective date of termination and any reasonable wind-down costs.

CONFIDENTIALITY

Records Manager shall maintain the confidentiality of all Records and any non-public information provided by Client (the "Confidential Information"). Records Manager shall not disclose Confidential Information except (a) as necessary to perform the services under this Agreement, (b) with Client's prior written consent, or (c) as required by applicable law or valid legal process, provided Records Manager gives Client prompt written notice of such requirement and cooperates with Client to seek protective relief where reasonable.

Records Manager shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Confidential Information to protect against unauthorized access, use, disclosure, alteration or destruction. These obligations survive termination for a period of years, except for obligations of non-disclosure with respect to trade secrets which shall survive as long as the information remains a trade secret under applicable law.

RECORDS RETENTION, ACCESS AND DISPOSITION

At Client's direction and subject to applicable law, Records Manager shall securely dispose of Records at the end of the retention period using documented destruction methods. Records Manager shall provide certificates of destruction upon request.

AUDIT AND COMPLIANCE

Client shall have the right, upon reasonable notice and during normal business hours, to audit Records Manager's compliance with the terms of this Agreement and applicable laws. Records Manager shall maintain records evidencing compliance and shall promptly correct any deficiencies identified in a reasonable audit.

WARRANTIES AND LIABILITY

Each party represents that it has the authority to enter into this Agreement. Records Manager warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, RECORDS MANAGER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES. RECORDS MANAGER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO RECORDS MANAGER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notices shall be deemed given upon personal delivery, three (3) business days after deposit with a nationally recognized overnight courier, or five (5) business days after mailing by first-class certified mail.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Records Manager may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

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