Miscellaneous EDRS Abstract

MISCELLANEOUS EDRS ABSTRACT AGREEMENT

This Miscellaneous EDRS Abstract Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: (Provider) and Client Name: (Client).

WHEREAS

WHEREAS, Provider is duly authorized and equipped to access, abstract, compile and certify records, extracts and related data from the Electronic Death Registration System (EDRS) and to prepare an EDRS Abstract summarizing specified data points for administrative, legal or archival purposes; and

WHEREAS, Client desires Provider to prepare, deliver and, where applicable, certify the EDRS Abstract described herein in accordance with the Scope of Work and subject to the Payment Terms set forth below; and

WHEREAS, the parties wish to set forth their entire agreement regarding Provider’s preparation and delivery of the EDRS Abstract and related services.

SCOPE OF WORK

Provider shall prepare an EDRS Abstract that summarizes the data fields and records specified by Client in the request. The abstract shall be derived from EDRS records and shall include, at minimum, the data elements agreed between the parties below. Provider will deliver the completed abstract in the format and medium specified in the request and shall take commercially reasonable steps to ensure accuracy consistent with source records.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for Provider’s performance of the Scope of Work. Fees payable are non-refundable except as expressly provided in this Agreement. Provider shall invoice Client in accordance with the schedule below and shall not be obligated to deliver final materials until invoiced amounts are paid except as otherwise agreed in writing.

All amounts are payable in lawful currency. Overdue amounts shall accrue the Late Payment Fee from the due date until paid. Client shall also reimburse Provider for reasonable collection costs, including attorneys’ fees, for any overdue amounts not timely paid.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with the performance of this Agreement that is either marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Provider may disclose Confidential Information to its employees, contractors and agents only on a need-to-know basis and shall remain liable for their compliance. Confidential Information does not include information that is or becomes publicly available other than by a breach of this Agreement or is required to be disclosed by law or valid legal process, provided the disclosing party gives prompt notice to the other party to seek a protective order or other remedy.

Provider acknowledges that EDRS data may be subject to statutory restrictions and that Provider will comply with all applicable statutes, regulations and agency rules governing the access, use, retention and disclosure of EDRS data. Provider shall implement reasonable administrative, physical and technical safeguards to protect the confidentiality and integrity of EDRS data processed in connection with this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Venue for any dispute arising under this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification to this Agreement will be binding unless executed in writing by both parties.

INDEMNIFICATION AND LIMITATION OF LIABILITY

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 this Agreement, willful misconduct or negligence. EXCEPT FOR LIABILITY RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.

NOTICES

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