Legal Document Conversion Form

LEGAL DOCUMENT CONVERSION FORM

This Legal Document Conversion Agreement (the "Agreement") is entered into as of , by and between Client Name: having its principal place of business at ("Client"), and Converter Name: having its principal place of business at ("Converter").

RECITALS

WHEREAS, Client is the owner or authorized custodian of the original document described as Document Title: dated , (the "Original Document");

WHEREAS, Client desires that the Original Document be converted to an electronic or alternate file format and that the Converted Document faithfully reproduce the content of the Original Document, subject to the terms and conditions set forth herein; and

WHEREAS, Converter represents that it has the technical capability and experience to perform document conversion services in accordance with industry standard practices for accuracy, fidelity, and security.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "Converted Document" means the file or files delivered by Converter that result from the conversion of the Original Document in the format(s) specified in Section 2. 1.2 "Conversion Work Product" means Converted Document together with any intermediary files, logs, OCR output, and metadata generated in the course of conversion.

2. SCOPE OF CONVERSION

2.1 Conversion Type (select all that apply): PDF to Word Scanned to Searchable PDF (OCR) Image Redaction Formatting Preservation

2.2 Description of Conversion Requirements:

2.3 Deliverables: Converter shall deliver the Converted Document and a Conversion Report listing procedures performed, errors corrected, and any deviations from the Original Document. Additional deliverable details:

3. ACCEPTANCE; REVIEW PERIOD

3.1 Client shall have a period of days from delivery to inspect the Converted Document and provide written notice of nonconformities. Failure to timely provide such notice shall constitute acceptance.

3.2 Upon receipt of a valid notice of nonconformity, Converter shall, at its expense, correct nonconforming items within a commercially reasonable time.

4. REPRESENTATIONS AND WARRANTIES

4.1 Converter represents and warrants that: (a) it will perform conversion services in a professional manner consistent with industry standards; (b) Converted Document will be a faithful reproduction of the Original Document subject only to the conversion processes expressly permitted in this Agreement; and (c) any manual changes or editorial interventions will be documented in the Conversion Report.

4.2 Client represents and warrants that Client is the lawful owner or has authority to request conversion of the Original Document and that such conversion does not violate any third-party rights.

5. CONFIDENTIALITY AND DATA SECURITY

5.1 Converter shall maintain the confidentiality of all information contained in the Original Document and Conversion Work Product and shall implement reasonable administrative, technical, and physical safeguards to protect such information from unauthorized access or disclosure.

5.2 Converter will not disclose, sell, or otherwise disseminate Client data except as necessary to perform conversion services or as required by law, and will provide immediate written notice to Client of any unauthorized disclosure.

6. INTELLECTUAL PROPERTY; OWNERSHIP

6.1 Client retains all right, title and interest in and to the Original Document and Converted Document. Converter hereby assigns to Client all right, title and interest in any Conversion Work Product to the extent such assignment is required to effectuate Client's ownership, except that Converter retains the right to use non-identifying process knowledge and general technical know-how.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of its representations, warranties, or obligations under this Agreement.

7.2 Except for breaches of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. The total aggregate liability of Converter for any claim arising out of or related to this Agreement shall not exceed the fees paid by Client to Converter for the specific conversion that is the subject of the claim.

8. FEES AND PAYMENT

8.1 Conversion Fee: Client shall pay Converter the amount of $ for the services described herein, payable as set forth below.

8.2 Payment Terms:

9. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail, return receipt requested, and are effective upon receipt.

10. RECORDS; AUDIT

10.1 Converter shall retain conversion logs, audit trails, and records sufficient to demonstrate compliance with this Agreement for a period of two (2) years following delivery of the Converted Document. Client may request a copy of such records upon reasonable notice; any audit rights shall be exercised during normal business hours and at Client's expense except where discrepancies are found.

11. MISCELLANEOUS

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

Entire Agreement: This Agreement, including any attachments and Conversion Report, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendments and Waiver: Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing and signed by the waiving party.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. CERTIFICATION OF CONVERSION

Converter certifies that, to the best of its knowledge and belief, the Converted Document is a true, complete and accurate conversion of the Original Document except for the following enumerated and described changes (if none, indicate "None"):

Converter further certifies that it has preserved metadata to the extent practicable and has documented any manual interventions in the Conversion Report. Client acceptance pursuant to Section 3 shall be the sole means of final acceptance for purposes of this certification.

Sign Now