Legal DRD Agreement

LEGAL DRD AGREEMENT

This Document Retention and Destruction Agreement (the Agreement) is entered into as of Effective Date: by and between Party A Name: with principal place of business at Party A Address: ("Custodian"), and Party B Name: with principal place of business at Party B Address: ("Owner"). Each of Custodian and Owner may be referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Owner creates, receives or otherwise possesses business records, documents, electronic files and other materials (collectively, Records) that are necessary to operate its business and fulfill legal, regulatory and contractual obligations; and

WHEREAS, Custodian has agreed to act as a provider of records management services, including retention, storage and destruction of Records, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth procedures and obligations governing retention periods, preservation for legal holds, methods of destruction, recordkeeping of destruction events, and related confidentiality and indemnity provisions.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Records" means all physical and electronic documents, data, and materials provided by or created for Owner and stored, maintained, or processed by Custodian pursuant to this Agreement, including but not limited to emails, paper files, financial records, client records, and back-up media.

1.2 "Destruction" means the irreversible disposal of Records in a manner appropriate to their medium such that the Records cannot be reconstructed or retrieved.

2. SCOPE OF SERVICES

2.1 Custodian shall retain and destroy Records only in accordance with the retention schedule attached as Schedule A or as otherwise directed in writing by Owner in accordance with Section 3. The Parties may populate Schedule A within the field below.

2.2 Custodian shall apply commercially reasonable measures to preserve, store and maintain Records in a manner consistent with industry practice for records of equivalent sensitivity. Custodian shall maintain access controls, physical safeguards and routine integrity checks for electronic Records.

3. DESTRUCTION PROCEDURES

3.1 Except as otherwise required by a legal hold pursuant to Section 4, Custodian shall destroy Records at the end of the applicable retention period by secure methods appropriate to the medium, including shredding, incineration, degaussing or secure deletion to industry standards.

3.2 Prior to Destruction, Custodian shall provide Owner with Written Notice: Notice Period (days): days. Owner shall have the identified notice period to request preservation or retrieval. If Owner requests preservation, the Parties shall agree to any additional costs in writing.

3.3 Upon completion of Destruction, Custodian shall provide Owner with a Certificate of Destruction signed by an authorized representative of Custodian describing categories destroyed and the method of destruction. A sample certificate description may be provided in the field below.

4. LEGAL HOLDS AND EXCEPTIONS

4.1 Owner may issue a Written Legal Hold Notice to Custodian requiring preservation of specified Records notwithstanding the retention schedule. Upon receipt, Custodian shall suspend scheduled Destruction of identified Records until Custodian receives a Written Release from Owner or a final order requires otherwise.

4.2 Custodian shall maintain a ledger of legal holds and produce the ledger to Owner upon request. The ledger shall identify the Records affected, date of hold, issuing person, and the status of the hold.

5. ACCESS, AUDIT AND RECORDS OF DESTRUCTION

5.1 Owner shall have the right to audit Custodian's compliance with this Agreement upon reasonable prior written notice not less than Audit Notice (days): days, during normal business hours, subject to confidentiality obligations. Audits shall be at Owner's expense unless material noncompliance is discovered.

5.2 Custodian shall maintain contemporaneous Records of Destruction for a period of Record Retention After Destruction (years): years following Destruction, including date, person performing Destruction, method, and categories destroyed.

6. CONFIDENTIALITY

6.1 Custodian shall treat all Records as Confidential Information of Owner and shall not disclose such Records except (a) as required by law, (b) to its employees or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, or (c) with Owner's prior written consent.

6.2 Custodian shall implement commercially reasonable administrative, physical and technical safeguards to protect Records from unauthorized access, alteration or disclosure.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any Losses arising from the indemnifying Party's breach of this Agreement, negligence, willful misconduct, or failure to comply with law in connection with the performance of its obligations hereunder.

7.2 Except for willful misconduct or breaches of confidentiality obligations, neither Party shall be liable to the other for consequential, special, punitive or incidental damages.

8. INSURANCE

Custodian shall maintain insurance coverages appropriate to its obligations hereunder, including commercial general liability and cyber liability coverage in commercially reasonable amounts. Upon reasonable request, Custodian shall furnish certificates of insurance to Owner.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized courier, or certified mail, return receipt requested, or by email with confirmation of receipt.

10. AMENDMENT, WAIVER AND COUNTERPARTS

10.1 This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

10.2 No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, unless such waiver is in writing and signed by the waiving Party.

10.3 This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11.2 Entire Agreement. This Agreement, including any Schedules and written attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

MISCELLANEOUS

12.1 Subcontracting. Custodian may engage subcontractors to perform services under this Agreement provided that Custodian remains responsible for compliance by such subcontractors with the terms of this Agreement and ensures that subcontractors are bound by written obligations consistent with Custodian's duties herein.

12.2 Recordkeeping. Each Party shall retain a copy of this Agreement and copies of all Certificates of Destruction and legal hold logs for a period of no less than the longer of three (3) years or the applicable statute of limitations.

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