Business Sorting Template

BUSINESS SORTING TEMPLATE

This Business Sorting Template Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates a business and maintains business records, operations data, and processes that require structured classification and organization to improve operational efficiency and regulatory compliance; and

WHEREAS, Service Provider possesses experience and technical capability to perform business sorting, classification, indexing, and delivery of organized outputs in accordance with agreed sorting criteria and timelines; and

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

1. SCOPE OF WORK

1.1 Services. Service Provider will perform the sorting, categorization, labeling, indexing, and related organization tasks described in the Deliverables below (the Services). The Services will be performed in accordance with the sorting criteria, data handling procedures, and acceptance standards set forth in this Agreement.

2. SORTING CRITERIA AND DATA TYPES

The parties agree that the Service Provider will apply the following sorting categories to Client materials. The list below is illustrative and may be expanded by mutual written consent.

Financial Records
Operational Documents
Customer Data
Intellectual Property / Product Materials
Personnel and HR Records

3. PAYMENT TERMS

3.1 Fees. Client shall pay Service Provider the total fee specified below for the Services described in this Agreement.

3.2 Invoicing. Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise stated, Client shall pay invoiced amounts within thirty (30) days of receipt. Any disputed portion of an invoice must be identified in writing within ten (10) days and the undisputed portion will be paid in accordance with this Agreement.

4. TERM AND TERMINATION

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

4.2 Termination for Convenience. Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective termination date.

4.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receiving written notice specifying the breach. Termination shall not relieve Client of obligation to pay for Services properly performed prior to termination.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether oral, written or electronic, that is marked confidential or that a reasonable person would understand to be confidential under the circumstances.

5.2 Obligations. The receiving party shall (a) use Confidential Information solely for performance of this Agreement, (b) protect it with the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose it to third parties 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 in this Agreement.

5.3 Exclusions. Confidential Information does not include information that is (i) publicly available through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without reference to Confidential Information, or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

6. INTELLECTUAL PROPERTY AND DATA HANDLING

6.1 Ownership. Unless otherwise agreed in writing, Client retains all right, title and interest in and to Client Data. Service Provider retains ownership of any tools, models, methodologies and preexisting intellectual property used to perform the Services. To the extent Service Provider creates work product specifically for Client under this Agreement, such work product will be owned by Client upon full payment, except to the extent it necessarily includes Service Provider's preexisting proprietary materials, which shall be licensed to Client under a nonexclusive, perpetual, royalty-free license to the extent incorporated in deliverables.

6.2 Data Handling. Service Provider will implement reasonable administrative, technical and physical safeguards to protect Client Data. Service Provider will not use Client Data for any purpose other than performing the Services and will follow the data disposal or return instructions provided by Client upon termination.

7. REPRESENTATIONS, WARRANTIES AND LIABILITY

Each party represents that it has the power and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement 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 oral or written. Any amendment must be in writing and signed by both parties.

ADDITIONAL PROVISIONS

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