Business Scanned Documents

BUSINESS SCANNED DOCUMENTS AGREEMENT

This Business Scanned Documents Agreement (the "Agreement") is entered into by and between Client Name: and Provider Name: effective as of .

WHEREAS

WHEREAS, Client requires professional scanning, indexing and delivery of business records and electronic reproductions of physical documents; and

WHEREAS, Provider represents that it has the technical capability, personnel, equipment and procedures to scan, process, secure and deliver high-quality electronic images and related metadata in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scanning, delivery, retention and destruction of the scanned documents.

SCOPE OF WORK

Provider will perform scanning and document conversion services as described below, consistent with the specifications and quality standards set forth in this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration of the services and deliverables.

Total Fee: $    Deposit:

Late Payment: Interest shall accrue on overdue amounts at or a flat fee of $, whichever is greater.

TERM AND TERMINATION

This Agreement commences on the Start Date: and terminates on the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with performance under this Agreement, including scanned images, metadata, indexing schemes, and any information reasonably understood to be confidential. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents and subcontractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) employ reasonable administrative, technical and physical safeguards to protect Confidential Information from unauthorized access, use or disclosure.

The obligations in this section shall survive termination for a period of years, except to the extent Confidential Information becomes publicly available through no fault of the receiving party or is required to be disclosed by law.

RECORDS RETENTION AND DESTRUCTION

Provider shall retain original scanned images and associated metadata for a period of years following final delivery, unless otherwise agreed in writing. Upon expiration of the retention period, the parties shall follow the agreed disposition instructions below.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Provider represents and warrants that the scanning services will be performed in a professional and workmanlike manner consistent with industry standards and the specifications agreed herein. Provider further warrants that delivered images will be complete and accurate reproductions of the provided originals to the extent reasonably practicable given the condition of originals.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligence in performing its obligations hereunder, subject to the indemnified party providing prompt notice and reasonable cooperation.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or either party's breach of the confidentiality obligations, neither party shall be liable for special, indirect, incidental, consequential or punitive damages. Provider's aggregate liability for any direct damages arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the preceding twelve (12) months.

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.

ENTIRE AGREEMENT

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

CERTIFICATION OF SCANS

Provider certifies that, to the best of its knowledge, the digital images delivered under this Agreement are accurate and complete reproductions of the source documents scanned, subject to reasonable limitations caused by the condition of originals. Provider will maintain a chain-of-custody log for materials scanned and will provide such log to Client upon request.

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