Legal Arch Document

LEGAL ARCH DOCUMENT

This Legal Arch Document (the "Agreement") is made and entered into as of by and between Client Name: with principal address ("Client"), and Archiving Provider Name: with principal address ("Provider").

RECITALS

WHEREAS, Client possesses certain documents, records and materials described as (the "Materials") which Client desires to preserve, store and manage in accordance with the terms set forth herein;

WHEREAS, Provider offers professional archival, storage, digitization and retrieval services and represents that it has the capacity, facilities and procedures to receive, catalogue, store and retrieve the Materials in compliance with applicable legal, regulatory and industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to preservation, access, security, destruction and fees.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions

1.1 "Archive Location" means the physical and/or electronic location where Provider stores the Materials, currently identified as .

1.2 "Retention Period" means the period during which Provider shall retain the Materials, as elected by Client: years, unless otherwise agreed in writing.

2. Scope of Archival Services

2.1 Provider shall receive, catalogue, store, preserve and, upon Client's request, retrieve the Materials in accordance with Provider's standard operating procedures and the specific requirements set forth in this Agreement. Catalogue metadata to be collected shall include, at minimum, description, custody date, format and access restrictions.

2.2 Provider shall apply the following handling and data protection measures: encryption standard ; backup frequency ; physical access controls described as .

3. Delivery and Acceptance

3.1 Client shall deliver Materials to Provider at the Archive Location or arrange for collection. Provider shall issue a receipt and catalogue entry upon receipt. Acceptance of Materials shall be subject to Provider's inspection for hazardous materials, completeness and labeling.

3.2 If Provider identifies nonconforming or hazardous items, Provider may return such items to Client, at Client's expense, after providing notice to Client and obtaining handling instructions.

4. Security, Confidentiality and Compliance

4.1 Provider shall maintain commercially reasonable administrative, physical and technical safeguards to protect the Materials from unauthorized access, disclosure, alteration or loss. Provider shall restrict access to personnel with a documented need-to-know and require confidentiality obligations consistent with this Agreement.

4.2 Provider shall comply with applicable laws and regulations relating to retention, privacy and data protection for the Materials and shall notify Client promptly upon becoming aware of any security incident materially affecting the Materials.

5. Access and Retrieval

5.1 Client may request retrieval of Materials during normal business hours upon written or electronic request to Provider. Standard retrieval turnaround time is unless expedited retrieval and associated fees are agreed.

5.2 Provider shall document chain of custody for all retrievals and shall return or transfer Materials in a secure manner to the designated recipient.

6. Retention and Destruction

6.1 Provider shall retain the Materials for the Retention Period unless Client provides written direction for earlier destruction. Upon expiration of the Retention Period, Provider shall either return or securely destroy the Materials in accordance with Client's written instructions.

6.2 Provider's destruction procedures shall render Materials irrecoverable and Provider shall supply a certificate of destruction upon request.

7. Fees and Payment

7.1 Provider may charge reasonable fees for storage, retrieval, reproduction and handling. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

8. Records, Audit and Inspection

8.1 Provider shall maintain complete and accurate inventory and handling records with respect to the Materials and shall permit Client, or Client's designated auditor, to inspect such records upon reasonable prior notice and during normal business hours, subject to confidentiality protections.

9. Intellectual Property

9.1 All title, ownership and intellectual property rights in and to the Materials remain vested in Client. Provider shall not assert any lien or ownership claim over the Materials except as expressly set forth in this Agreement for unpaid fees, subject to applicable law.

10. Indemnification

10.1 Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from breach of this Agreement, negligence, willful misconduct or violation of applicable law by the indemnifying party.

11. Limitation of Liability

11.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. Insurance

12.1 Provider shall maintain insurance customary for archival and storage providers, including commercial general liability, professional liability and property insurance, in amounts sufficient to cover Provider's obligations under this Agreement. Provider shall provide certificates evidencing such insurance upon Client's reasonable request.

13. Term and Termination

13.1 This Agreement shall commence on the Effective Date and continue for the Retention Period unless earlier terminated by mutual written agreement or as provided herein. Either party may terminate for material breach upon thirty (30) days' prior written notice if the breaching party fails to cure the breach within that period.

13.2 Upon termination, Client shall pay Provider for all services performed through the effective date of termination and any reasonable costs associated with return or destruction of Materials.

14. Notices

14.1 All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, when sent by certified mail, return receipt requested, or when delivered by nationally recognized courier service, to the addresses provided above.

15. Amendments; Waiver; Counterparts

15.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to insist upon strict performance of any provision shall not constitute a waiver of any subsequent default.

15.2 This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

16. Governing Law; Entire Agreement; Severability

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

16.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written.

16.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the extent possible, the intended economic effect.

Additional Provisions

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