Business Scans Document

BUSINESS SCANS DOCUMENT

This Business Scans Document (the Agreement) is made and entered into as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client requires professional scanning, digitization and indexing of business records and related materials and desires to engage Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the personnel, equipment and expertise necessary to perform document scanning, quality control, indexing and secure transfer of digital deliverables in formats mutually agreed by the parties; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties agree as follows:

SCOPE OF WORK

Resolution and file format:    Indexing schema:

PAYMENT TERMS

Payment method:    Payment due within days of invoice.

Late fee: of overdue balance, or a minimum of , whichever is greater.

TERM AND TERMINATION

Term Start Date:

Term End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Termination for material breach is effective upon written notice if the breaching party fails to cure within 30 days of receipt of notice.

CONFIDENTIALITY

Each party shall maintain in strict confidence all Non-Public Information disclosed by the other party in connection with this Agreement. Provider will not disclose, reproduce, or use Client's confidential information except as necessary to perform the Services. Confidential information excludes information that is or becomes publicly available other than through a breach of this Agreement or that is rightfully received from a third party without restriction.

Confidentiality obligation duration: from the date of disclosure.

OWNERSHIP AND LICENSE

Client retains all right, title and interest in and to original documents and underlying data. Provider grants Client an unconditional, perpetual, worldwide, royalty-free license to use, reproduce, distribute and store the scanned deliverables. Provider retains the right to use anonymized statistics regarding services performed for internal business purposes, provided no confidential or personally identifiable information is disclosed.

DATA RETENTION AND DESTRUCTION

Provider shall retain scanned images and temporary working copies only for the period necessary to complete the Services and transfer the Deliverables, unless otherwise instructed in writing by Client. Upon completion and final payment, Provider shall securely delete or destroy all working copies of Client data within days, unless Client directs otherwise in writing.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, 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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