Business Vault

BUSINESS VAULT SERVICES AGREEMENT

This Business Vault Services Agreement (the Agreement) is entered into as of by and between:

Provider Name:

Client Name:

WHEREAS

1. WHEREAS, Provider maintains secure physical and electronic storage and management services and systems (the Business Vault) suitable for preserving, cataloguing, and controlling access to Client materials and information; and

2. WHEREAS, Client desires to engage Provider to store, protect, and provide controlled access to certain physical items, electronic data, and related records (Client Materials) under the terms set forth in this Agreement; and

3. WHEREAS, Provider is willing to provide such services to Client on the terms and conditions in this Agreement.

SCOPE OF WORK

Provider shall perform storage, custody, preservation, inventorying, and controlled retrieval of Client Materials as described below. Provider shall maintain security measures commensurate with industry standards and as specifically described in this Scope of Work. Provider will not alter Client Materials except as expressly authorized in writing by Client.

PAYMENT TERMS

Client shall pay Provider for services rendered in accordance with the pricing and schedule below. All fees are payable in U.S. dollars unless otherwise agreed in writing. Provider will invoice Client in accordance with the Payment Schedule.

All taxes, duties, and other governmental charges (excluding taxes based on Provider's net income) arising from the performance under this Agreement shall be borne by Client. Client shall reimburse Provider for reasonable, documented out-of-pocket expenses incurred in performing services under this Agreement when authorized in advance.

TERM AND TERMINATION

This Agreement commences on: and shall continue until: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Client Materials, account data, access credentials, and security designs.

Each party shall: (a) use Confidential Information solely for performance or enforcement of this Agreement; (b) restrict disclosure to its employees, agents, and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise reasonable care to protect Confidential Information from unauthorized use or disclosure. Confidential Information shall not include information that (i) is or becomes publicly known through no breach by the receiving party, (ii) was in the receiving party’s possession without restriction prior to disclosure, (iii) is rightfully received from a third party without breach of an obligation to the disclosing party, or (iv) is independently developed without use of the disclosing party’s Confidential Information.

Upon termination or at the disclosing party’s request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing, except to the extent retention is required by applicable law or to maintain backup systems in accordance with Provider retention policies.

LIMITATION OF LIABILITY; INDEMNIFICATION

Provider shall exercise commercially reasonable efforts to safeguard Client Materials but does not guarantee prevention of all loss or damage. Except for damages resulting from Provider’s gross negligence or willful misconduct, Provider’s aggregate liability under this Agreement shall be limited to the greater of (a) direct damages in an amount equal to fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, or (b) the minimum liability required by applicable law. Neither party shall be liable for consequential, incidental, punitive, or special damages.

Client shall indemnify, defend, and hold Provider harmless from third-party claims arising from Client Materials, Client’s breach of this Agreement, or Client’s negligence in providing accurate descriptions or instructions for handling Client Materials, except to the extent such claims arise from Provider’s gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of:

ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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