Electronic Filing Template

ELECTRONIC FILING TEMPLATE

This Electronic Filing Service Agreement ("Agreement") is made effective as of by and between Client Name: , located at , and Service Provider Name: , located at .

Recitals

WHEREAS, Client requires electronic preparation, submission, and management of filings, records and related electronic transmissions to third-party filing systems on Client's behalf; and

WHEREAS, Service Provider maintains the personnel, systems and security protocols necessary to perform electronic filing services in compliance with applicable requirements and industry standards; and

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

Scope of Work

Service Provider shall prepare, validate and electronically submit filings identified in the Description of Services. Services include formatting, validation against filing requirements, electronic transmission, auditing of acknowledgements, and retention of submission records for the period specified herein. Any deviation from the described deliverables requires prior written approval by Client and may produce additional fees.

Payment Terms

All fees are payable in United States dollars unless otherwise agreed in writing. Client shall pay invoices within the timeframe set forth in the Payment Schedule. Overdue amounts shall accrue interest or late fees as specified above. Client is responsible for any taxes, assessments or fees applicable to the services, excluding taxes based on Service Provider's net income.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will expire on .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay for services performed and costs reasonably incurred through the effective date of termination. Sections relating to Confidentiality, Indemnification, Limitation of Liability and Records Retention shall survive termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential.

Obligations: Each party will (i) use Confidential Information only for performance under this Agreement, (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and (iii) not disclose Confidential Information to third parties except to employees, agents, subcontractors or advisers who have a need to know and are bound to maintain confidentiality at least as protective as this Agreement.

Exclusions: Confidential Information does not include information that is or becomes publicly known through no breach, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction.

Electronic Filing Standards, Records & Security

Service Provider shall implement administrative, physical and technical safeguards reasonably appropriate to protect Client Data, including encryption in transit where supported by recipient systems, access controls, and routine backups. Service Provider will retain submission records and acknowledgements for the period of unless otherwise required by law.

Client acknowledges that acceptance of electronic acknowledgements from third-party filing systems constitutes proof of filing and that Service Provider is not responsible for third-party system availability except to exercise commercially reasonable efforts to retransmit as necessary.

Representations, Indemnification and Limitation of Liability

Each party represents that it has the full corporate or organizational power and authority to enter into this Agreement. Client represents that Client has the authority to authorize Service Provider to submit filings on Client's behalf.

Indemnification: Client agrees to indemnify and hold harmless Service Provider from and against any third-party claims arising from Client's failure to provide accurate information, Client's instructions that violate law, or Client Data. Service Provider shall indemnify Client against claims arising from Service Provider's gross negligence or willful misconduct in performing services.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality obligations, neither party's aggregate liability for claims arising under this Agreement will exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties will submit to the exclusive jurisdiction of state and federal courts located within that state for any litigation arising from this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

Notices: Notices must be in writing and delivered to the contact information below. Notices are effective upon receipt.

Certification: Each party represents and warrants that the person signing below is duly authorized to bind the party to this Agreement and that the party will provide and maintain all consents and authorizations necessary for the electronic filings contemplated herein.

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