Business Sink Documents

BUSINESS SINK DOCUMENTS AGREEMENT

This Business Sink Documents Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: with principal address and Client Name: with principal address .

RECITALS

WHEREAS, Service Provider maintains, prepares, consolidates, and archives business "sink" documents consisting of administrative records, regulatory filings, and archival corporate documents (collectively, "Sink Documents") and offers specialized services for cataloging and delivery of such records; and

WHEREAS, Client desires to engage Service Provider to collect, organize, update, and transfer Sink Documents in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Service Provider shall act as a records manager for the Sink Documents and that the parties' respective duties, compensation, confidentiality obligations, and termination rights shall be governed by this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional manner consistent with industry standards. Services include, without limitation, collection, electronic conversion where applicable, indexing, secure storage, retrieval on request, and final transfer or disposal of Sink Documents in accordance with Client instructions and applicable law.

PAYMENT TERMS

Any undisputed late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Late payments may also be subject to a late fee of or per month, assessed on the outstanding balance.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Upon termination, Client shall pay Service Provider for all services performed through the effective date of termination and for any non-cancellable commitments incurred.

Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or customer information disclosed in any form. Each party shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, consultants or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein.

The nondisclosure obligations in this section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as long as the information remains a trade secret under applicable law.

LIMITATION OF LIABILITY & INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct or indemnification obligations, neither party's aggregate liability for all claims arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) 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 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 out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and 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, understandings, proposals 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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