Migration Files Management Template

Migration Files Management Template

This Migration Files Management Template (the "Agreement") is entered into as of Effective Date: between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires the orderly transfer, validation, security controls, and management of electronic and physical files and associated metadata from existing systems to the target environment described in Exhibit A; and

WHEREAS, Service Provider represents that it has the specialized expertise, personnel and technical capacity to perform the migration, to maintain data integrity, and to document the transfer in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth herein the responsibilities, milestones, security requirements, acceptance criteria, payment terms and other provisions governing the Migration Services.

Scope of Work

Service Provider shall perform file migration services including inventory, classification, extraction, transformation (if required), secure transfer, validation, reconciliation, and verification of migrated files and metadata in accordance with the Acceptance Criteria below. The specific deliverables, target systems, and excluded items are described in the scope details field.

File Inventory & Classification

Service Provider shall produce an inventory of all files to be migrated, including file identifiers, sizes, types, retention classification, and any known integrity issues. The inventory shall be delivered in machine-readable format unless otherwise agreed in writing.

Migration Methodology

The parties agree the migration will proceed using the technical approach selected below. Service Provider will document transfer procedures, checksum validation, and error handling used for each migration wave.

Network transfer (secure VPN/SFTP)
Physical transport of media (insulated, encrypted)
Cloud-to-cloud transfer with provider-managed connectors
API-based extraction and ingestion

Security & Access Controls

Service Provider shall implement industry-standard logical and physical security controls to protect files in transit and at rest, including encryption, access logging, role-based access, and secure key management. Client shall provision accounts and authorizations as required by Service Provider's documented procedures.

Acceptance Criteria & Testing

Acceptance of migrated files shall be based on the following criteria: successful checksum validation, record counts matching inventory, accessibility in target environment, and documented resolution of transfer exceptions. Acceptance testing shall be performed by Client within the Acceptance Period following delivery of migration wave assets.

Schedule & Milestones

Migration Start Date: — Anticipated Completion Date: .

Payment Terms

Client agrees to compensate Service Provider pursuant to the following payment structure. All payments are due in accordance with the schedule below. Late payments shall accrue fees as specified.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Termination for cause may occur upon material breach if such breach remains uncured for 30 days after written notice.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information disclosed by the other and shall not use such information except to perform obligations under this Agreement. Confidential Information includes file contents, metadata mapping, system credentials, and migration procedures. Confidentiality obligations shall survive termination for a period of five (5) years.

Change Control

Any changes to scope, schedule, or costs shall be documented in a written change order signed by authorized representatives of both parties prior to implementation. Service Provider shall provide estimates and impact analysis for requested changes.

Data Retention, Disposal & Backup

Parties shall agree on retention schedules and secure disposal procedures for migrated data. Service Provider will maintain backups necessary to support verification and rollback during the migration process; long-term retention responsibilities after acceptance shall be the Client's responsibility unless otherwise agreed.

Liability, Indemnity & Insurance

Each party's liability for direct damages shall be limited to the total fees paid under this Agreement for the impacted migration wave, except for willful misconduct, gross negligence, or breach of confidentiality. Service Provider shall indemnify Client for third-party claims arising from Service Provider's negligent handling of Client data. Service Provider shall maintain commercially reasonable insurance throughout the term.

Audit & Reporting

Service Provider shall provide weekly progress reports, incident reports for any data anomalies, and a final migration report documenting reconciliation, checksum validation results, and unresolved exceptions. Client reserves the right to audit the migration records with reasonable notice.

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, together with any referenced exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Miscellaneous Provisions

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above.

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