Document Management Scan

DOCUMENT MANAGEMENT SCAN AGREEMENT

Parties

Client Name:    Service Provider Name:

Recitals

WHEREAS, Client requires professional document scanning, indexing and managed file delivery services for certain physical and electronic records; and

WHEREAS, Service Provider represents that it has the personnel, equipment and experience necessary to provide secure document management scan services in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the scanning, indexing, quality assurance and delivery of scanned documents.

Scope of Work

Service Provider shall perform the scanning, indexing, quality control and delivery services described below. The scope includes image capture, optical character recognition (OCR) where agreed, indexing to the agreed metadata fields, and secure delivery of resulting files in the agreed format(s).

Deliverables and Options

Confirm scanning options (select all that apply):

Color scanning    Duplex scanning    OCR    Document separation (blank page or barcodes)

Payment Terms

Client shall pay Service Provider for the services rendered as follows. All amounts are in U.S. dollars unless otherwise agreed in writing.

If any undisputed amount is not paid within days after invoice due date, Client will pay a late fee equal to of the outstanding balance, compounded monthly or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on the Effective Date and continues until the completion of the services described in the Scope of Work, unless earlier terminated in accordance with this Agreement.

Effective Date:    Term End Date:

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period set forth above. Either party may terminate for convenience upon providing the notice set forth above; Client will pay for all work performed and reasonable wind-down costs.

Confidentiality

Each party acknowledges that in performing under this Agreement it may receive Confidential Information of the other. "Confidential Information" includes nonpublic business, technical and operational information, client records, and personally identifiable information contained in the documents to be scanned. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known to the receiving party prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

The receiving party will (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information only for purposes of performing this Agreement; and (iii) restrict access to Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Liability; Insurance; Data Protection

Service Provider will maintain commercially reasonable insurance for the performance of services hereunder. Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising under this Agreement will be limited to the fees paid by Client to Provider under this Agreement during the twelve (12) months prior to the claim. Provider is not responsible for loss or corruption of original documents after they have been returned to Client, except to the extent caused by Provider's negligent handling.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed by the parties, 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 oral or written. No amendment or waiver will be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgments

Client warrants that it has the right to authorize the scanning and processing of the records provided and that the records do not contain material subject to restrictions that would prohibit scanning. Client is responsible for providing appropriate instructions for records requiring special handling. Service Provider shall notify Client promptly of any documents that appear to be subject to legal hold or other restrictions.

Sign Now