Business Repository

BUSINESS REPOSITORY AGREEMENT

This Business Repository Agreement (the "Agreement") is made and entered into by and between the parties identified below as of the Effective Date set forth herein.

Parties

WHEREAS

WHEREAS, Repository Provider operates and maintains a secure electronic and/or physical business records repository capable of storing corporate documents, contracts, financial records, and related materials (the "Repository") for third parties; and

WHEREAS, Client desires to deposit, maintain, manage and access certain business materials in the Repository and Provider is willing to provide such repository services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the custody, access, security, retention and payment terms for Client materials placed in the Repository effective as of Effective Date:

1. Scope of Work

Provider shall receive, catalogue, store, preserve, and make available to Client the materials described below. Provider shall perform the services described in this Section in a professional manner in accordance with industry practice and the specific duties set out by the parties.

2. Materials, Ownership and License

Client retains all right, title and interest in and to the materials deposited in the Repository, including all proprietary rights, copyrights and trade secrets. Client grants Provider a limited, non-exclusive, non-transferable license to reproduce, store, transmit and display such materials solely to the extent necessary to provide the services under this Agreement. Provider shall not use Client materials for any purpose other than performing its obligations or as required by law.

3. Access, Security and Authorized Users

Provider shall maintain commercially reasonable administrative, physical and technical safeguards designed to protect the confidentiality, integrity and availability of Client materials. Provider will limit access to authorized individuals designated by Client and will maintain an access log.

4. Fees and Payment Terms

In consideration for Provider's services, Client shall pay Provider the fees set forth below in accordance with the Payment Schedule. All fees are exclusive of taxes, which shall be paid by Client where applicable.

5. Term and Termination

This Agreement commences on the Start Date and shall continue until the End Date unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the Notice Period following written notice.

6. Confidentiality

Each party agrees to hold in confidence and not disclose Confidential Information of the other party except as necessary to perform under this Agreement or as required by applicable law. Confidential Information includes non-public business, financial and technical information and materials deposited in the Repository. The receiving party shall use at least the same degree of care as it uses to protect its own Confidential Information but in no event less than commercially reasonable care.

7. Data Retention, Return and Destruction

Upon termination or expiration of this Agreement, Provider shall, at Client's election, return or securely destroy Client materials in Provider's possession within the Retention Period specified below, subject to any legal hold or statutory retention obligations.

8. Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement or negligent acts or omissions. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized courier, or certified mail (return receipt requested).

10. Governing Law

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

11. Entire Agreement and Amendments

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings. No amendment or waiver shall be effective unless in writing and signed by both parties.

12. Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided such assignee assumes Provider's obligations. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Execution

The parties, intending to be legally bound, have executed this Agreement by their duly authorized representatives.

Sign Now