Business Scan Assist

BUSINESS SCAN ASSIST AGREEMENT

Parties and Effective Date

This Business Scan Assist Agreement (the Agreement) is entered into between Client Name: and Provider Name: , effective as of (Effective Date).

Recitals

WHEREAS, Client requires a comprehensive review and analysis of certain business records, operational processes and information technology artifacts in order to identify efficiency gains, compliance gaps, and risk exposures; and

WHEREAS, Provider has experience and capability to perform scanning, indexing, risk assessment and summary reporting services described herein and is willing to perform such services for Client under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Provider shall perform a Business Scan Assist consisting of identification, secure capture, organization, analysis and reporting of Client's selected business documents, systems and processes as described below. Provider will deliver the agreed deliverables and recommendations in accordance with the schedule set forth in this Agreement.

Standard deliverables include: a documented inventory of scanned materials; an indexed and searchable repository; a written assessment of process and compliance gaps; prioritized recommendations for remediation; and an executive summary report with recommended next steps. Any deviation from the defined scope must be approved in writing by authorized representatives of both parties and may be subject to additional fees.

Payment Terms

Client shall pay Provider the fees and expenses set forth below in consideration of Provider's performance of the Scope of Work.

All amounts are payable in United States Dollars unless otherwise agreed. Provider may suspend performance if Client fails to pay undisputed invoices within thirty (30) days following receipt. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue in full force and effect 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 the breaching party fails to cure such breach within the notice period specified above. Either party may terminate for convenience upon written notice in accordance with the notice period. Upon termination, Provider shall deliver to Client all completed deliverables and an accounting of work in progress; Client shall pay Provider for work performed and non‑cancelable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by either party to the other that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to business records, financial data, client lists, product roadmaps, proprietary software, and assessment results.

Recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Recipient shall protect Confidential Information with at least the degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes public through no fault of Recipient; (ii) was rightfully known to Recipient without an obligation of confidentiality prior to disclosure; (iii) is rightfully received by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of Confidential Information. If Recipient is required by law or order to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser (to the extent permitted) to allow Discloser to seek protective relief and shall only disclose that portion legally required.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a party's breach of its confidentiality obligations or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall be limited to the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense; provided, failure to provide prompt notice does not relieve the indemnifying party except to the extent prejudiced.

Governing Law

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

Entire Agreement; Amendment

This Agreement, including any attachments and written statements of work executed under it, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as either party designates by notice.

Acknowledgment

Each party represents and warrants that the person signing below is duly authorized to enter into this Agreement on behalf of the party and to bind the party to its terms. Client acknowledges that Provider's recommendations are advisory in nature and that Client retains responsibility for the implementation of any recommendations.

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