Data Conversion Agreement

DATA CONVERSION AGREEMENT

This Data Conversion Agreement (the "Agreement") is entered into as of by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Client possesses certain electronic and/or physical data and records described as: (the "Client Data");

WHEREAS, Service Provider is engaged in the business of converting, transforming, migrating and validating data and has the capability and expertise to convert the Client Data into formats and systems specified by Client; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform the data conversion services described below.

SCOPE OF WORK

Acceptance testing period: days following delivery of completed conversion for Client to perform validation and acceptance testing in accordance with the Acceptance criteria set forth in the Scope of Work.

PAYMENT TERMS

Invoices shall be payable within days of invoice date. Late payments shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term: 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 the breach remains uncured thirty (30) days after written notice. In addition, either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

Each party agrees that it will not use or disclose Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" includes Client Data, technical and business information relating to processes, systems and services, and any information marked or reasonably understood to be confidential.

The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Obligations of confidentiality shall survive termination for a period of years, except that obligations with respect to Client Data shall survive for as long as Provider retains Client Data.

DATA OWNERSHIP; LICENSE

Client retains all right, title and interest in and to the Client Data. Service Provider shall have no ownership rights in Client Data. To the extent Service Provider must use or modify Client Data to perform the Services, Client grants Service Provider a limited, nonexclusive, nontransferable license to use the Client Data solely for performing its obligations under this Agreement.

SECURITY, PRIVACY AND BACKUPS

Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Client Data, including encryption in transit and at rest where feasible and reasonable. Service Provider shall maintain reasonable backups and disaster recovery procedures sufficient to restore Client Data in the event of data loss or corruption.

Encryption required: Yes    Secure transfer protocol required: Yes

DATA RETURN AND DESTRUCTION

WARRANTIES; DISCLAIMERS

Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Client acknowledges that absolute completeness of conversion may be affected by the quality of source materials; Service Provider does not warrant that the converted data will be error-free but will use commercially reasonable efforts to correct conversion errors identified during the Acceptance period.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality or data protection obligations, each party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Each party shall indemnify and hold the other harmless from third-party claims arising from the indemnifying party's breach of this Agreement or its negligence in connection with the performance of the Services.

SUBCONTRACTING AND AUDIT RIGHTS

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the subcontractor's performance. Upon reasonable prior notice, Service Provider shall permit Client to audit compliance with the data security and confidentiality obligations set forth in this Agreement, subject to confidentiality protections.

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.

ENTIRE AGREEMENT

This Agreement, together with any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to such subject matter. No amendment or modification shall be effective unless in writing and signed by both parties.

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