Document Batch Merge

DOCUMENT BATCH MERGE — GENERAL BUSINESS AGREEMENT

This Agreement is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires that Service Provider perform document batch merge services to compile, populate, and output consolidated documents in accordance with the specifications set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, software tools, and infrastructure necessary to perform the batch merge services and will do so in a professional manner consistent with industry standards; and

WHEREAS, the parties agree to the scope, payment terms, confidentiality, and other terms set forth below.

SCOPE OF WORK

Service Provider will perform the batch merge work described below, including preparation, validation, processing, quality assurance, and delivery of merged documents in the agreed format. Deliverables shall include templates, merged output files, and a summary deliverable manifest.

Number of Source Documents:    Expected Output Format:    Template Identifier:

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: Amounts not paid within days of invoice date shall accrue interest at a rate of % per month or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to termination. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection of tangible objects, including customer data, templates, mapping logic, and merged output that is designated confidential or that reasonably should be understood to be confidential.

Obligation: Each party shall (i) hold the other party's Confidential Information in strict confidence, (ii) not disclose such Confidential Information to any third party except as expressly permitted herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. Reasonable disclosures to employees, contractors, or advisors who have a need to know are permitted provided such persons are bound by confidentiality obligations at least as protective as those set forth herein.

Exclusions: Confidential Information does not include information that is (i) or becomes generally available to the public through no act or omission of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to Confidential Information.

DATA SECURITY AND HANDLING

Service Provider shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Client data used in the batch merge process. Service Provider shall promptly notify Client of any unauthorized access or security breach affecting Client data and shall cooperate in mitigation and remediation efforts.

INTELLECTUAL PROPERTY

Ownership: Client retains all right, title, and interest in and to Client data and any Client-provided templates. Service Provider retains ownership of pre-existing tools, software, and methodologies. To the extent Service Provider creates new deliverables specifically for Client under this Agreement, ownership shall be assigned as follows:

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

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