Document DCR Extract

DOCUMENT DCR EXTRACT

Provider Name:     Client Name:

Recitals

WHEREAS, Provider maintains and administers a Document Control Register ("DCR") that records document metadata, custody, and certified extract capabilities with respect to Client records; and

WHEREAS, Client has requested that Provider furnish a certified extract from the DCR identifying specified documents and associated metadata for the purposes set forth in this Agreement; and

WHEREAS, Provider is willing to prepare, certify and deliver the requested DCR extract under the terms and conditions set forth herein.

Scope of Work

Extraction Reference Number:

Electronic (secure file transfer)    Hard copy (certified paper)    Courier

Payment Terms

Total Fee:    Currency:

Late Fee:    Payment Address or Account Reference:

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Provider may suspend services immediately upon written notice if Client fails to pay any undisputed amounts when due.

Termination for cause: Either party may terminate for material breach if the breach remains uncured for 30 days after written notice specifying the breach and requested cure, provided such breach is capable of cure.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" includes all non-public business, technical, and customer information disclosed in connection with the DCR extract, whether in writing, orally, or by inspection. The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as permitted herein.

Confidentiality Period (years):

Representations; Certification

Provider represents that the DCR extract will accurately reflect the Provider's records as of the extraction date and will be certified by an authorized representative of Provider. Client represents that it has authority to request and receive the requested extract and will provide all reasonably necessary cooperation and documentation to enable Provider to perform.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for indirect, incidental, special, consequential or punitive damages, nor for loss of profits, arising out of or relating to this Agreement. Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the fees paid by Client to Provider under this Agreement for the specific extract giving rise to the claim.

Entire Agreement

This Agreement, including any attachments or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

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