Efile Document Template

Efile Document Template

This Efile Document Template (the Agreement) is entered into as of Effective Date: by and between Client Name: with Client Address: and Service Provider Name: with Service Provider Address:

WHEREAS

WHEREAS, Client requires certain electronic filing, preparation, formatting and secure transmission services for documents, datasets, and related metadata (collectively, the Services); and

WHEREAS, Service Provider represents that it has the expertise, personnel, technology and facilities necessary to perform the Services and to maintain appropriate safeguards for electronic filing and retention of records; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

SCOPE OF WORK

Preferred file format(s):    Include metadata schema: Yes

PAYMENT TERMS

Invoices shall be submitted to Invoice Contact:   Net payment due within days of invoice. Late payments shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Either party may terminate for convenience with days' prior written notice. Termination shall not relieve Client of obligation to pay for Services performed and accepted through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in confidence all Confidential Information disclosed by the other party. "Confidential Information" includes non-public business, technical, financial and client data, electronic files, and any material marked or reasonably understood as confidential. Recipient shall not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall continue for a period of years following termination or for so long as the information remains a trade secret under applicable law, whichever is longer. Notwithstanding the foregoing, obligations with respect to personally identifiable information and regulated data shall survive in accordance with applicable law.

DATA SECURITY AND E-FILING PROCEDURES

Electronic transmission of filings shall be performed in accordance with the delivery method agreed by the parties. Acceptance of an electronic filing occurs upon Client's receipt of a written or electronic acknowledgement of successful receipt and validation, subject to any rejection notices within the acceptance period specified in the Scope of Work. Client hereby authorizes Service Provider to act as its agent solely for the purpose of transmitting electronic filings specified in this Agreement.

REPRESENTATIONS; INDEMNITY

Each party represents that it has full power and authority to enter into this Agreement. Service Provider shall indemnify and hold Client harmless from any third-party claims arising from Service Provider's negligent acts, willful misconduct, or breach of confidentiality. Client shall indemnify Service Provider for claims arising from Client-supplied data that infringes third-party rights or is otherwise unlawful.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for any dispute arising under this Agreement shall be courts of competent jurisdiction in that State, unless the parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and statements of work 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 written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

ATTACHMENTS / EXHIBITS

ADDITIONAL PROVISIONS

Notices under this Agreement shall be given in writing to the addresses set forth above or to alternate addresses communicated in writing. Electronic copies of signatures shall be treated as originals for all purposes.

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