Business Scanner Document

BUSINESS SCANNER DOCUMENT

Parties and Recitals

This Business Scanner Document (the Agreement) is entered into by and between Client Name: and Service Provider: .

WHEREAS, Client operates a business that requires conversion, indexing, and electronic processing of physical or digital business records and related materials; and

WHEREAS, Service Provider maintains the equipment, personnel, and technical expertise to perform document scanning, optical character recognition, indexing, quality assurance, and secure delivery of scanned outputs to Client; and

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

1. Scope of Work

Service Provider will perform scanning, image enhancement, indexing, OCR processing, quality control, and delivery of Scanned Materials as described below. Details of specific deliverables, file formats, indexing schema, and acceptance criteria are set forth in the scope of work.

2. Deliverables and Acceptance

Deliverables will include scanned image files, associated OCR text layers, an index file conforming to the agreed schema, and metadata reports. Acceptance testing shall occur within calendar days after delivery. If Client provides timely written notice of material defects, Service Provider will correct such defects at no additional cost within a reasonable cure period.

3. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work.

Unless otherwise agreed in writing, Service Provider will invoice upon milestone completion or monthly for ongoing services. Payment is due within days of invoice date. Overdue amounts shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

4. Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided below.

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

Upon termination for any reason, Client will pay Service Provider for all services performed and approved deliverables produced through the effective date of termination. Service Provider will, at Client's direction and expense, return or securely destroy original materials consistent with the terms in Section 6.

5. Confidentiality

"Confidential Information" means business, financial, customer, technical, personnel, and other non-public information disclosed by one party (Discloser) to the other (Recipient) in connection with this Agreement, whether disclosed orally, in writing, or electronically.

Recipient shall: (a) use Confidential Information solely for performance or enforcement of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) limit access to Confidential Information to employees, contractors, and agents who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully known to Recipient prior to disclosure by Discloser; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates to seek confidential treatment or other protective measures.

6. Handling of Originals and Data Security

Service Provider will implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Scanned Materials and derived data. Service Provider will maintain a chain of custody, log access to originals and electronic files, and employ secure transfer and storage methods consistent with industry practice.

7. Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY OBLIGATIONS.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt to resolve disputes promptly by negotiation between senior executives before initiating formal dispute resolution.

9. Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments 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 or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous Provisions

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

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