Business Vault Document

BUSINESS VAULT DOCUMENT

Parties and Identifying Information

Client Name:

Vault Provider Name:

Recitals

WHEREAS, Client desires secure physical and/or electronic storage and custodial services for business records, materials, or other assets described herein; and

WHEREAS, Vault Provider is engaged in the business of providing secure storage facilities, controlled access procedures, and related services and represents that it has the personnel, facilities, equipment and expertise to perform such services; and

WHEREAS, the parties desire to set forth the terms, conditions and obligations applicable to the secure storage relationship effective as of the Effective Date below.

Scope of Services

Vault Provider shall provide secure storage and related services as described below. Services include receipt, inventory, secure storage, controlled access, monitoring, and release of stored items in accordance with the terms of this Agreement.

Access, Security, and Custody

Vault Provider shall maintain secure premises and reasonable administrative, physical and technical safeguards appropriate to the nature of the stored items, including controlled entry, logging of access events, and secure containers. Client access shall be granted only to authorized persons designated in writing by Client and subject to Provider's access procedures.

Access Provisions: Client-controlled access Provider access for maintenance and emergency Third-party access only with prior written authorization

Payment Terms

Client shall pay Vault Provider fees for storage and related services as set forth below. Fees are due in accordance with the invoicing schedule and are non-refundable except as expressly stated in this Agreement.

Term and Termination

This Agreement commences on the Effective Date and continues until the Termination Date or until terminated under this Section. Either party may terminate this Agreement for any reason upon providing written notice in accordance with the notice period below.

Upon termination, Vault Provider will, subject to receipt of all outstanding fees and compliance with Provider's release procedures, return or transfer stored items to Client or Client's designee. Provider may charge reasonable costs to prepare items for return.

Confidentiality

Each party shall hold confidential and not disclose to any third party any Confidential Information of the other party, except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information includes non-public information regarding the identity, contents, inventory, or value of items stored, access logs, and any business or technical information designated as confidential.

Confidentiality obligations shall not apply to information that is or becomes publicly available through no breach of this Agreement, information independently developed without reference to the other’s Confidential Information, or information required to be disclosed by law, provided the disclosing party gives prompt notice to allow the other to seek protective measures.

Liability, Insurance and Indemnification

Vault Provider shall exercise reasonable care in the custody and control of stored items but shall not be liable for loss or damage except to the extent caused by Provider's gross negligence or willful misconduct. Client is responsible for maintaining insurance coverage for the full replacement value of stored items unless otherwise agreed in writing.

Each party shall indemnify and hold the other harmless from and against losses arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, including reasonable costs of defense and settlement.

Representations and Warranties

Each party represents that it has full power and authority to enter into this Agreement and perform its obligations hereunder, and that its performance will not violate any applicable law or contractual obligation to any third party.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by the courts located in that state, unless the parties mutually agree to alternative dispute resolution.

Entire Agreement; Amendments

This Agreement embodies the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets.

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