Efile Management Document

EFILE MANAGEMENT AGREEMENT

This Efile Management Agreement (the Agreement) is entered into by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider operates electronic filing and records-management systems and provides efiling, storage, transmission, and related administrative services; and

WHEREAS, Client requires the use of Service Provider's efile management services for the secure submission, management, and retention of electronic filings and related documents subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, service levels, fees, confidentiality obligations, and other terms governing the provision and use of such services.

PARTIES & CONTACTS

SCOPE OF WORK

Service Provider shall perform the following efile management services for Client in accordance with the terms of this Agreement. Services include, at minimum: secure electronic submission of filings on Client's behalf, receipt and logging of acknowledgments, secure transmission and storage of electronic documents, audit log maintenance, and routine system reporting.

PAYMENT TERMS

Client shall pay Service Provider the fees described below for the services rendered. Fees are exclusive of applicable taxes unless otherwise stated.

TERM & TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of 30 days following written notice of such breach.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with this Agreement, including client data, login credentials, filing content, system configurations, and audit logs ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully received from a third party without restriction; or (iii) was independently developed by the receiving party without use of Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement, shall restrict access to those employees, contractors, or agents that have a need to know, and shall implement reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access or disclosure.

DATA SECURITY & RETENTION

Service Provider will maintain commercially reasonable security measures designed to protect Client data against unauthorized access, disclosure, alteration, or destruction. Service Provider will retain electronic records and audit logs in accordance with the retention schedule set forth herein or as otherwise agreed in writing.

COMPLIANCE, LIABILITY & INDEMNITY

Each party shall comply with applicable laws and regulations in performing its obligations. Service Provider does not warrant that filings will be accepted by any filing authority; Service Provider's obligation is to submit filings in accordance with Client instructions and applicable technical requirements. Client is responsible for the content and accuracy of filings and for complying with filing deadlines.

To the maximum extent permitted by law, Service Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the six (6) months preceding the claim. Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages.

Client shall indemnify and hold harmless Service Provider from and against claims arising from Client's content, instructions, or breach of applicable law. Service Provider shall indemnify Client for third-party claims arising from Service Provider's gross negligence or willful misconduct in performance of the services.

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 principles. Exclusive venue for disputes shall be in the appropriate state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and written change orders signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship.

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