Legal Certificate of Destruction

LEGAL CERTIFICATE OF DESTRUCTION

This Certificate of Destruction is made as of Effective Date: by and between Destroyer Name: with principal address: (hereinafter "Destroyer"), and Owner Name: with principal address: (hereinafter "Owner"). The Destroyer and Owner are collectively referred to as the "Parties."

Recitals

WHEREAS, Owner possesses certain records, materials, electronic media, or tangible items identified in Section 2 below that are no longer required to be retained under Owner's records retention schedule or applicable legal obligations; and

WHEREAS, Owner has requested that Destroyer render such items permanently unrecoverable and destroy them in accordance with the procedures and certifications set forth in this Certificate; and

WHEREAS, Destroyer represents that it is qualified to perform the described destruction in a manner consistent with industry standards, applicable privacy and environmental requirements, and security procedures.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the Parties agree as follows:

1. Definitions

1.1 "Records" means the tangible and electronic items, documents, files, media, devices, and other materials identified by Owner in Section 2 that are subject to destruction. "Destruction" means the irreversible alteration, physical destruction, overwriting, or degaussing of Records such that reconstruction, retrieval, or reconstruction is not reasonably practicable.

2. Itemized Records to Be Destroyed

The Records subject to this Certificate are described below. Owner hereby certifies that the Records listed are eligible for destruction and are not subject to a court order, subpoena, legal hold, or other legal requirement to preserve.

3. Method and Location of Destruction

Destroyer shall perform Destruction by the following method(s). Owner selects and authorizes the method(s) checked below; if multiple methods are selected, Destroyer shall apply the method(s) appropriate to the media and consistent with Section 4.

Shredding (cross-cut or micro-cut as applicable)    Incineration    Degaussing    Physical destruction (crushing, pulverizing)    Cryptographic erase / Overwrite    Other:

4. Chain of Custody and Handling Procedures

Destroyer shall maintain a Chain of Custody documenting each transfer of custody, transport, handling, and the method used to render Records unrecoverable. The Chain of Custody shall include identification of personnel, date and time, and transport details.

5. Certification of Destruction

Upon completion of Destruction, Destroyer shall execute the certification below attesting to the specifics of the destruction event. Destroyer certifies that the destruction rendered the Records irrecoverable and that such destruction was performed in accordance with the methods selected and with industry standards applicable to the media destroyed.

6. Representations, Warranties and Compliance

Destroyer represents and warrants that it will perform Destruction in accordance with applicable laws, regulations, and industry standards applicable to the media being destroyed, including applicable privacy, environmental, and hazardous-waste requirements when applicable. Owner represents that the Owner has the right to direct destruction of the Records listed and that no legal hold, subpoena, or other obligation prohibits destruction.

7. Indemnification and Liability

Owner shall indemnify, defend and hold harmless Destroyer and its officers, employees, agents and subcontractors from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of Owner's breach of representations in this Certificate, Owner's instruction to destroy Records that are subject to a legal hold or other preservation obligation, or Owner's failure to disclose material facts affecting the lawfulness of destruction. Destroyer's liability for direct damages resulting from gross negligence or willful misconduct is not limited by this Section; otherwise Destroyer’s liability shall be limited to direct damages and shall not include consequential or incidental damages.

8. Notices

All notices, requests, consents and other communications required or permitted under this Certificate shall be in writing and addressed to the Parties at the addresses set forth below or to any other address designated by written notice.

9. Governing Law; Miscellaneous Provisions

This Certificate shall be governed by and construed in accordance with the laws of the state of Governing Law State: without regard to its conflicts of law principles.

Entire Agreement: This Certificate 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, relating to the subject matter.

Severability: If any provision of this Certificate is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

Amendment and Waiver: No amendment, modification or waiver of any provision of this Certificate shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement.

Counterparts: This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

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