Copy Document Template

COPY DOCUMENT TEMPLATE

This General Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: , whose address is

and Service Provider Name: , whose address is

WHEREAS

WHEREAS, Client requires the reproduction, copying, and electronic conversion of specified documents (the Services) for business, record-keeping, and distribution purposes; and

WHEREAS, Service Provider represents that it has the personnel, equipment, and expertise to perform the Services and will perform such Services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the Services to Client.

SCOPE OF WORK

Service Provider shall perform the Services described below. The scope includes, as applicable, physical scanning, digital conversion, metadata tagging, indexing, delivery of searchable electronic files, secure destruction or return of originals, and any agreed quality assurance procedures. Service Provider shall comply with Client's reasonable document-handling protocols and chain-of-custody requirements set forth in this Agreement.

PAYMENT TERMS

Client agrees to pay Service Provider for the Services as described below. All fees are exclusive of any applicable taxes unless otherwise stated.

All invoices shall be delivered in writing or electronic format to the billing contact designated by Client. Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of receipt. Disputed portions of an invoice shall not relieve Client of its obligation to pay undisputed amounts when due.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach.

Upon termination, Service Provider shall, at Client's election, return or securely destroy all originals and copies of Client materials and shall deliver all completed and in-process deliverables and any invoices for Services performed through the effective date of termination. Payment obligations for Services performed prior to termination shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including without limitation documents, data, metadata, client lists, pricing, business processes, and any personally identifiable information contained in the documents. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) is lawfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party to allow it to seek protective relief.

The receiving party shall: (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) limit disclosure of Confidential Information to employees, contractors, and agents with a need to know who are bound by confidentiality obligations at least as protective as this Agreement. The obligations in this Section shall survive termination for a period of years, or longer where required by applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree that exclusive venue for any disputes arising under this Agreement shall be the state or federal courts located in the chosen jurisdiction, subject to mandatory local rules.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be binding unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates any agency, partnership, joint venture or employment relationship between them.

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