Document Xerox Scan

DOCUMENT XEROX SCAN AGREEMENT

Parties

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of producing high-fidelity electronic reproductions, digital scans and xerographic copies of paper documents and related services; and

WHEREAS, Client requires the scanning, xerox copying, electronic conversion, indexing, and secure delivery of certain paper records described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform such services for Client.

Scope of Work

Services shall include, without limitation, document preparation (removal of fasteners, flattening), optical character recognition where requested, image enhancement, file naming and indexing consistent with Client instructions, creation of delivery media or secure electronic transfer, and secure disposal or return of original documents as directed.

Payment Terms

Total Contract Amount: $

All invoices are due within days of invoice date. Late payments shall incur interest at or the maximum rate permitted by law, whichever is less.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice of such breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including the contents of scanned documents, metadata, and index files. Service Provider shall maintain Confidential Information in strict confidence, use it only to perform services under this Agreement, implement reasonable administrative, physical and technical safeguards, and limit access to personnel with a need to know. Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is already known to the receiving party at the time of disclosure, or is required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective relief.

Upon termination or completion of services, Service Provider shall, at Client's direction, return or securely destroy originals and Confidential Information in its possession and certify destruction in writing within days.

Certification of Scanned Copies

Service Provider certifies that, to the best of its ability and using commercially reasonable methods, the electronic reproductions produced under this Agreement will be true and accurate representations of the original documents delivered for scanning. Service Provider does not assume responsibility for errors in original documents or for failures arising from poor original legibility unless such conditions are reported to Client and Client expressly authorizes corrective procedures.

Provider Certification: I certify the reproduced electronic files are accurate copies of the provided originals and that retention/return instructions below will be followed.

Liability and Indemnification

Except for willful misconduct or gross negligence, Service Provider's liability for any claim arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid by Client under this Agreement. Neither party shall be liable for incidental, consequential, special, punitive or exemplary damages. Client shall indemnify, defend and hold Service Provider harmless from any third-party claims arising from Client-provided content that infringes third-party rights or is illegal.

Governing Law

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

Entire Agreement; Amendment

This Agreement, including any attachments and written schedules signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals and agreements. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous

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

Notices: All notices under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party designates in writing.

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