Merged Records Document

MERGED RECORDS DOCUMENT

Parties and Effective Date

Client Name:

Provider Name:

Effective Date:

Recitals

WHEREAS, Client maintains certain records, databases, and associated metadata (collectively, the Records) that are currently segmented across multiple systems, formats, or custodians; and

WHEREAS, Provider has the technical capability and experience to consolidate, reconcile, and merge such Records into a unified, de-duplicated master dataset in a manner that preserves provenance and auditability; and

WHEREAS, the Parties desire to set forth the terms under which Provider will perform the merge and Client will accept and pay for those services.

Scope of Work

Payment Terms

Total Fee: $

Payment Due Within: days of invoice.

Late Fee: % per month or minimum $ on overdue amounts, calculated from the invoice due date until paid in full.

Term and Termination

Term Commencement Date:

Termination Date or Expected Completion Date:

Either Party may terminate this Agreement for convenience upon written notice to the other Party no less than days prior to the effective termination date. Termination for material breach shall be effective if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each Party shall treat as Confidential Information all non-public information provided by the other Party in connection with this Agreement, including the Records, data schemas, mappings, merge rules, and any proprietary algorithms. Confidential Information shall not be disclosed to any third party except as necessary for performance under this Agreement and subject to written confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that: (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully known to the receiving Party prior to disclosure; or (c) is independently developed without use of the disclosing Party's Confidential Information.

Records Retention, Access, and Audit

Provider shall retain logs, reconciliation reports, and an auditable trail of all changes made during the merge for a period of months. Client shall have the right to access such records during normal business hours upon reasonable prior notice. Provider shall not destroy original source materials identified by Client for preservation without Client's prior written consent.

Representations, Warranties, and Indemnification

Each Party represents that it has the full right and authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client represents that it has obtained any consents required to permit Provider to access and merge the Records. Each Party shall indemnify and hold the other harmless from claims, losses, or damages arising from the indemnifying Party's breach of its representations, warranties, or obligations under this Agreement, subject to customary mitigation and notice requirements.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall first attempt to resolve any dispute through good faith negotiations for a period of thirty (30) days prior to initiating formal legal proceedings.

Entire Agreement

This Agreement, including any exhibits and attachments executed by the Parties, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Additional Provisions

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