Business System Preservation

BUSINESS SYSTEM PRESERVATION AGREEMENT

This Business System Preservation Agreement (the Agreement) is entered into as of by and between Client Name: and Preservation Provider: .

WHEREAS

WHEREAS, Client operates or controls certain business systems, applications, servers, databases and related data (collectively, the Systems) identified in Section 1 below, which are relevant to the preservation described herein; and

WHEREAS, Preservation Provider has technical expertise and will perform preservation, imaging, and custody procedures to ensure the integrity, availability, and defensibility of the Systems and Data for legal, regulatory, transactional or investigatory purposes; and

WHEREAS, the parties desire to set forth the scope, responsibilities, procedures, compensation and legal protections governing preservation activities.

1. SYSTEMS AND IDENTIFIERS

2. SCOPE OF WORK

Preservation Provider shall perform the following preservation services in accordance with industry standard forensic and chain-of-custody practices, and as further described below:

Yes — full forensic imaging of specified systems
Yes — collection and preservation of system logs and audit trails

3. PAYMENT TERMS

Client shall pay Preservation Provider the fees set forth below in consideration for preservation services and related deliverables.

All fees are due within the number of days specified in the Payment Schedule. Late payments shall accrue the Late Payment Fee and Preservation Provider may suspend non-critical services pending payment, without limiting other remedies.

4. TERM AND TERMINATION

This Agreement commences on and continues 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 for material breach if the breach remains uncured for 30 days after written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for preservation work performed and reasonable wind-down costs incurred by Preservation Provider through the effective date of termination. Preservation Provider shall deliver preserved images and documentation in accordance with the Scope of Work unless lawful restriction or court order prohibits transfer.

5. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by Client to Preservation Provider or discovered in the course of preservation activities, including but not limited to data content, system credentials, metadata, forensic images, and procedural documentation.

Preservation Provider shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to those employees, contractors or agents who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) implement reasonable technical and organizational safeguards to prevent unauthorized access, disclosure, alteration or destruction.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Preservation Provider; (ii) is rightfully obtained by Preservation Provider from a third party without restriction; or (iii) is independently developed by Preservation Provider without use of or reference to Client Confidential Information. Preservation Provider may disclose Confidential Information to the extent required by law or court order, provided Preservation Provider promptly notifies Client of such requirement to allow Client an opportunity to seek protective relief.

6. PRESERVATION STANDARDS; DOCUMENTATION

Preservation Provider shall perform preservation activities in accordance with generally accepted forensic standards and shall maintain contemporaneous documentation of procedures, imaging hashes, timestamps, chain-of-custody logs, personnel involved, and transfer records. All preserved data shall be accompanied by documentation adequate to demonstrate integrity and authenticity in a legal or regulatory proceeding.

7. LIMITATION OF LIABILITY

Preservation Provider's liability for claims arising from or relating to this Agreement shall be limited to direct damages up to the total fees paid by Client to Preservation Provider under this Agreement. Neither party shall be liable for indirect, incidental, consequential, punitive or special damages, except in cases of willful misconduct or gross negligence. The parties acknowledge that the fees reflect this allocation of risk.

8. INJUNCTIVE RELIEF

The parties acknowledge that unauthorized alteration, destruction or disclosure of preserved Systems or Data would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either party may seek injunctive or other equitable relief to prevent or remedy such harm in addition to any other remedies available at law or equity.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; AMENDMENT

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

11. NOTICES

Notices shall be in writing and delivered by hand, commercial courier, or electronic mail with confirmation to the addresses provided above or to such other address as either party may designate by written notice.

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain binding and enforceable to the fullest extent permitted by law. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship. Preservation Provider may engage subcontractors provided Preservation Provider remains responsible for their compliance with this Agreement.

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