Business Scanning Proposal

BUSINESS SCANNING PROPOSAL

Client Name:   Service Provider Name:

Proposal Date:   Proposal Reference:

RECITALS

WHEREAS, Client Name is engaged in the operation of business records and desires to convert certain physical and digital records to high-resolution scanned images and indexed files under the terms set forth herein; and

WHEREAS, Service Provider Name has represented it possesses the technical capability, personnel, equipment, and quality controls necessary to perform document scanning, indexing, and secure data delivery services in accordance with industry standards and Client's instructions; and

WHEREAS, the parties wish to document the scope of work, payment terms, confidentiality and other material terms for the scanning project as set forth in this Proposal, which upon acceptance will serve as a binding agreement between the parties.

SCOPE OF WORK

Collection and Access Requirements:

PAYMENT TERMS

Invoice Frequency:   Payment Method:

Overdue payments shall bear interest at % per month (or the maximum permitted by law), and Client shall be responsible for reasonable collection costs and attorney fees.

TERM AND TERMINATION

Commencement Date:   Estimated Completion Date:

Notice Period for Termination Without Cause:

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Proposal (Confidential Information). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for performance of this Project and shall not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and who are bound to maintain confidentiality at least as protective as set forth herein. Upon termination or request, all Confidential Information, including copies, shall be returned or certified destroyed.

DATA SECURITY AND HANDLING

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Proposal, Service Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. Client acknowledges it is responsible for validation of all scanned outputs and indexing prior to relying on such outputs for regulatory or legal obligations.

GOVERNING LAW

This Proposal and any resulting agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

ENTIRE AGREEMENT

This Proposal, together with any attached exhibits or accepted change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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