Email Scan Template

EMAIL SCAN SERVICE AGREEMENT

Parties

WHEREAS, Client Name: requires archival scanning, indexing, and metadata extraction services for specified email accounts and repositories; and

WHEREAS, Service Provider Name: represents that it has the technical capability, personnel, and security controls to perform such Email Scan Services; and

WHEREAS, the parties desire to set forth the terms, conditions, and responsibilities under which Provider will perform Email Scan Services for Client effective as of .

Scope of Work

Provider shall perform email scanning, processing, and deliverable production in accordance with the specifications below. Provider's obligations include secure ingestion of email sources, de-duplication, Optical Character Recognition (OCR) where applicable, metadata extraction (including but not limited to: sender, recipient, date, subject), indexing, and delivery of processed files in Client-specified formats.

Specific mailboxes or repositories to be processed:

Payment Terms

In consideration for the Services, Client shall pay Provider the fees set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All undisputed invoices not paid within days after receipt shall accrue the late fee above. Client may withhold payment only for good-faith disputed amounts and shall notify Provider of any dispute within days of invoice receipt.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated as provided herein, continues until the End Date or until completion of the Services.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Provider may suspend Services if Client fails to pay undisputed fees within the payment terms after written notice.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including email content, attachments, metadata, indexing results, and any derived data. The receiving party shall (i) only use Confidential Information to perform its obligations under this Agreement, (ii) restrict access to employees and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the Confidential Information.

Confidential Information does not include information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The confidentiality obligations survive termination for a period of years.

Data Security and Handling

Provider shall maintain information security policies and measures reasonably designed to protect email content and metadata from unauthorized access, disclosure, alteration, and destruction. Provider shall encrypt data in transit and at rest, restrict administrative access, and maintain logs of access and processing activities. Provider shall promptly notify Client of any confirmed security incident affecting Client data and provide reasonable cooperation in investigation and remediation.

Representations, Warranties and Liability

Each party represents that it has full power and authority to enter into this Agreement. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from third-party claims resulting from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense.

Governing Law

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

Entire Agreement

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

Miscellaneous

Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision is held unenforceable, the remainder of this Agreement will remain in full force and effect.

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