Legal Document DM

LEGAL DOCUMENT DM

This Document Management Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , an entity of type Corporation LLC Individual, with principal address: (\"Client\"), and Provider Name: , an entity of type Corporation LLC Individual, with principal address: (\"Provider\"). Client and Provider are each a "Party" and together the "Parties".

RECITALS

WHEREAS, Client possesses Documents and Records (as defined below) that Client desires to have managed, stored, converted, maintained, and disposed of in accordance with Client's policies and applicable law; and

WHEREAS, Provider is engaged in the business of document processing, storage, electronic document management, and secure destruction and has represented that it has the technical capability, facilities, and procedures necessary to provide such services in a secure and professional manner; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will manage Client's Documents and Records.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Documents" means all paper records, files, correspondence, microfilm, digital files, and other materials delivered by Client to Provider for management, storage, processing, duplication, digitization, or destruction under this Agreement.

1.2 "Services" means the document management, storage, retrieval, conversion, secure destruction, and related services described in Section 2 and any Statement of Work agreed by the Parties.

2. SCOPE OF SERVICES

2.1 Provider shall perform Services in accordance with the terms of this Agreement and the Service Description set forth below. Provider shall maintain written procedures reasonably necessary to perform Services in a professional manner and to protect the confidentiality and integrity of Documents.

2.2 Provider shall accept Documents only as authorized in writing by Client. Provider shall prepare and maintain a contemporaneous inventory of Documents received, transferred, converted, or destroyed.

3. DELIVERY, RECEIPT AND INVENTORY

3.1 Client shall deliver Documents to Provider's facilities or Provider shall pick up Documents at Client's premises if agreed in writing. Provider shall issue a receipt and an initial inventory for all Documents accepted.

3.2 Provider's inventory shall identify Documents by unique identifier, date received, description, and storage location. Inventory shall be made available to Client upon request in accordance with the Access and Audit provisions.

4. OWNERSHIP; LICENSE

4.1 As between the Parties, Client retains all right, title and interest in and to the Documents and all information contained therein. Provider acquires no ownership interest in Client Documents.

4.2 Client grants Provider a non-exclusive, limited license to reproduce, store, process, and otherwise use the Documents solely to perform the Services. Such license terminates upon expiration or termination of this Agreement, except as necessary for Provider's archival or compliance obligations.

5. CONFIDENTIALITY

5.1 Provider shall treat all Documents and the information contained therein as Confidential Information. Provider shall not disclose Client Confidential Information except as necessary to perform the Services, as required by law, or with Client's prior written consent.

5.2 Provider shall limit access to Confidential Information to employees, contractors, and agents who have a need to know and who are subject to confidentiality obligations at least as protective as those set forth in this Agreement.

6. DATA SECURITY AND BREACH RESPONSE

6.1 Provider shall maintain administrative, physical, and technical safeguards reasonably designed to protect Documents from unauthorized access, disclosure, alteration, or destruction.

6.2 In the event of a security incident affecting Client Documents, Provider shall notify Client promptly and, in any event, within of discovery, provide a description of the incident, remedial actions taken, and any steps Client reasonably requests.

7. RETENTION AND DESTRUCTION

7.1 Client shall provide Provider with a retention schedule specifying retention periods for Documents. Provider shall not destroy Documents without Client's written authorization or as otherwise permitted by law.

7.2 Upon destruction, Provider shall provide Client with a Certificate of Destruction that identifies the Documents destroyed, date of destruction, method of destruction, and the person performing the destruction.

8. ACCESS; AUDIT RIGHTS

8.1 Client may request access to Documents upon reasonable notice. Provider shall provide access within the timeframe agreed in writing, subject to reasonable fees for retrieval and delivery if applicable.

8.2 Client shall have the right, not more than once annually unless required by law, to audit Provider's compliance with this Agreement upon days' prior written notice. Audits shall be conducted during Provider's normal business hours and in a manner that does not unreasonably interfere with Provider's operations.

9. FEES; PAYMENT; TAXES

9.1 Client shall pay Provider fees in accordance with the Fee Schedule. Unless otherwise agreed, amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

9.2 All fees are exclusive of taxes. Client shall be responsible for any sales, use, excise, value-added, or other similar taxes imposed on the Services, except taxes based on Provider's net income.

10. REPRESENTATIONS AND WARRANTIES

10.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution of this Agreement has been duly authorized by all necessary corporate or other action.

10.2 Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

11. INDEMNIFICATION

11.1 Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Provider's negligent acts or omissions in the performance of Services, breach of confidentiality, or unauthorized disclosure of Documents, except to the extent such claims arise from Client's instructions or negligence.

12. LIMITATION OF LIABILITY

12.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, FRAUD, OR PROVIDER'S BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. INSURANCE

13.1 Provider shall maintain commercially reasonable insurance coverage, including general liability and, where applicable, cyber and professional liability insurance, in amounts customary for Provider's business. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

14. TERM AND TERMINATION

14.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with this Agreement, and shall renew automatically for successive terms of unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

14.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after written notice.

15. TRANSITION ASSISTANCE

15.1 Upon expiration or termination, Provider shall, at Client's request, provide reasonable transition assistance to transfer Documents and associated metadata to Client or a successor provider. Provider shall provide such assistance for a period of days following termination, at fees agreed in advance or, if not agreed, at Provider's then-current rates.

16. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, overnight courier, or hand delivery and shall be effective upon receipt.

17. AMENDMENTS; WAIVER

17.1 No amendment, modification, or waiver of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

18. GOVERNING LAW

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

19. ENTIRE AGREEMENT

This Agreement, together with any statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.

20. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the Parties' intent.

21. COUNTERPARTS; ASSIGNMENT

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

21.2 Neither Party may assign this Agreement without the other Party's prior written consent, except that Provider may assign to a successor in connection with a merger or sale of substantially all of Provider's assets.

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