Client Document Submission Form

CLIENT DOCUMENT SUBMISSION FORM

Parties and Purpose

This Client Document Submission Form and Agreement (the Agreement) is entered into between the submitting party identified below and the recipient service provider identified below for the limited purpose of delivering documents for review, processing, storage or other services as set forth herein.

Client Name:    Recipient (Service Provider) Name:

WHEREAS

WHEREAS, Client wishes to submit certain documents and related materials to the Recipient for the purposes of review, analysis, storage, and/or other services as described in the Scope of Work; and

WHEREAS, Recipient is willing to accept, handle, process and/or store such documents on the terms and conditions set forth in this Agreement, provided Client represents and warrants it has the right to submit the documents and that submission does not violate any law or third-party right; and

WHEREAS, the parties desire to set forth their respective duties, payment terms, confidentiality obligations, and other terms governing the submission and handling of Client documents.

Submission Details

Originals enclosed
Copies only
Documents signed by relevant parties
Identification included where required
Other (describe in Scope of Work)

Scope of Work

Representations and Warranties

The Client represents and warrants that it is the lawful owner of, or is fully authorized to submit, the documents provided; that disclosure to Recipient and any processing contemplated by this Agreement will not violate any contractual obligation or legal restriction; and that, to the Client's knowledge, the documents do not contain material that is unlawful or infringing. Client agrees to indemnify and hold Recipient harmless from any loss, liability or expense arising from any breach of these representations.

Payment Terms

Late Payment: If any payment due hereunder is not received within days after the due date, Client shall pay interest at the lesser of (i) per month or (ii) the maximum rate permitted by law, together with all costs of collection, including reasonable attorneys' fees.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice. Recipient may immediately suspend services if Client fails to pay fees when due or if handling of submitted documents reasonably raises concern for legal compliance or safety.

Confidentiality

Definition: "Confidential Information" means non-public information contained in the submitted documents and any analyses, notes, or other materials prepared by Recipient that disclose or are derived from those documents.

Obligations: Recipient shall maintain Confidential Information in confidence, shall use such information solely to perform the services described in this Agreement, and shall not disclose it to third parties except as permitted below. Recipient may disclose Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available other than as a result of a breach of this Agreement, (ii) was already in the Recipient's possession without restriction prior to disclosure by Client, or (iii) is required to be disclosed by law or valid legal process, provided Recipient gives Client prompt written notice and cooperates with any reasonable protective measures sought by Client.

Survival: The confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be held indefinitely.

Liability and Indemnification

Recipient's liability for damages arising from this Agreement shall be limited to direct damages not to exceed the total fees actually paid by Client to Recipient under this Agreement in the twelve months preceding the claim. Neither party shall be liable for consequential, special, incidental or punitive damages. Client shall indemnify Recipient for any claims arising from Client's breach of its representations or from the submission of materials that infringe third-party rights or are unlawful.

Governing Law

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

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, written or oral. Any amendments or waivers must be in writing and signed by authorized representatives of both parties.

Certifications and Client Acknowledgement

By signing below, Client certifies that the documents submitted are true and complete to the best of Client's knowledge, that Client has the authority to submit the documents, and acknowledges that Recipient's handling of documents will be governed by the terms of this Agreement. Client further acknowledges that Recipient has no obligation to retain originals except as expressly agreed in writing.

Notices

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