Business Services ACE Scanner

Business Services ACE Scanner

Recitals

WHEREAS, Service Provider operates a commercial scanning and data capture service known as ACE Scanner, and possesses the technical expertise, equipment, software and personnel to perform business document scanning, data extraction, indexing and secure storage services for commercial clients;

WHEREAS, Client desires to engage Service Provider to perform certain ACE Scanner services for the Client under the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services subject to the terms herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows. This Agreement shall be effective as of .

Scope of Work

Service Provider shall provide ACE Scanner services consisting of document intake, scanning, optical character recognition (OCR), quality assurance, indexing, secure transmission of extracted data, and storage/delivery of images and extracted data to Client in accordance with the specifications below. Services shall include the use of Provider's proprietary or licensed software and hardware, and may be performed on-site at Client premises or at Provider facilities as agreed in writing.

Optional services (select all that apply):

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of applicable taxes unless otherwise stated. All payments shall be made in United States dollars unless otherwise agreed in writing.

If Client disputes any portion of an invoice in good faith, Client must notify Service Provider in writing within ten (10) days of receipt of the invoice. Undisputed amounts shall remain payable in accordance with the Payment Terms set forth above.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any completed deliverables and Client shall return or securely destroy Provider property as directed.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party"), whether oral, written, electronic or otherwise ("Confidential Information"). Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by Receiving Party; (b) was rightfully in Receiving Party's possession prior to disclosure; (c) is lawfully received from a third party without confidentiality obligations; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years; provided, however, trade secrets shall be protected for so long as such information qualifies as a trade secret under applicable law.

Data Security and Privacy

Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of Client data, including industry-standard encryption in transit and at rest, access controls, logging and secure disposal procedures. Provider shall promptly notify Client of any unauthorized access to or disclosure of Client data and shall cooperate with Client in any required notifications or remedial measures.

Warranties; Limitation of Liability

Service Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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