Business Scanned File

BUSINESS SCANNED FILE

Client Name:    Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client requires professional scanning, digital conversion, and management of business records and related materials (the "Scanned Files"), and desires scanned copies suitable for business use, storage, and limited distribution; and

WHEREAS, Service Provider represents that it has the necessary technical capability, equipment, and personnel to create accurate, secure, and suitably indexed scanned files and to deliver those files in the formats and on the schedule set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms by which Service Provider will perform scanning services and deliver Scanned Files to Client.

SCOPE OF WORK

Deliverables will include scanned image files, associated index metadata, and a delivery manifest. File formats to be delivered: PDF TIFF JPEG

PAYMENT TERMS

All fees are due in accordance with the Payment Schedule. Unpaid amounts outstanding after the due date shall accrue interest at the rate set forth above and Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to enforce payment.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Termination for cause may be effected immediately by the non-breaching party if the breaching party fails to cure a material breach within ten (10) days after written notice.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may have access to Confidential Information of the other party. "Confidential Information" means non-public information, including business records, personal data, and client lists. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information except to employees and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only for the purposes of performing this Agreement. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

SCANNED FILE CERTIFICATION & RETENTION

Service Provider certifies that scanned files delivered to Client shall be reproducible, legible and, to the best of Service Provider's ability, a true and accurate digital representation of the original source documents. Client acknowledges that some media or subject matter may not reproduce perfectly and that Service Provider's obligation is limited to commercially reasonable standards of scanning and quality control.

Acknowledgment: Client acknowledges receipt of scanned files and confirms that those files are acceptable for its intended business purposes unless Client provides written notice of defects within ten (10) business days of delivery.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that its services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold Service Provider harmless from any third-party claims arising out of Client's instructions to scan materials that violate applicable law or third-party rights. Service Provider shall indemnify Client for claims arising from Service Provider's gross negligence or willful misconduct in performing the scanning services.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction specified above without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to seeking formal dispute resolution.

ENTIRE AGREEMENT

This Agreement, including any exhibits or delivery manifests expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest. Notices: All notices required under this Agreement shall be in writing and delivered by certified mail, courier, or other method providing evidence of delivery to the addresses provided by the parties.

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