Miscellaneous Scan Waiver Form

MISCELLANEOUS SCAN WAIVER FORM

This Scan Waiver Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client possesses certain physical documents, records and materials (the Documents) that Client wishes to have converted into electronic image files (the Scans); and

WHEREAS, Service Provider provides document scanning, digital conversion and limited document handling services and is willing to perform the Scans under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to allocate responsibility for the accuracy, retention, disposal and liability related to the Scans and any handling of the Documents.

SCOPE OF WORK

PAYMENT TERMS

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

CONFIDENTIALITY

Each party shall treat the Documents and Scans as confidential to the extent such materials contain non-public business, personal or proprietary information. Service Provider shall implement reasonable administrative, physical and technical safeguards to protect the Scans against unauthorized access. This confidentiality obligation survives termination of this Agreement.

WAIVER OF CLAIMS; LIMITATION OF LIABILITY

Client expressly acknowledges that the Scans are reproductions of the Documents and that minor imperfections, omissions or indexing errors may occur. Client hereby waives any claim for incidental or consequential damages arising from non-material inaccuracies in the Scans except to the extent caused by Service Provider's gross negligence or willful misconduct.

Except for liability arising from gross negligence or willful misconduct, Service Provider's total aggregate liability for any claim arising under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client for the specific scanning project that gave rise to the claim.

ORIGINALS: RETURN OR DESTRUCTION

Handling preference for Originals (select one):

Return originals to Client after scanning Destroy originals after scanning in accordance with Service Provider's standard procedures

If Client elects destruction of originals, Client acknowledges that Service Provider may rely on standard destruction processes and Client releases Service Provider from any claims for loss of originals following documented destruction, except where destruction results from Service Provider's gross negligence or willful misconduct.

INDEMNIFICATION

Client shall indemnify, defend and hold Service Provider harmless from and against any third-party claims, losses or liabilities arising from Client's instructions, breach of representations or obligations under this Agreement, including claims arising from Client's retention or disposal instructions for the Documents, except to the extent caused by Service Provider's gross negligence or willful misconduct.

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; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

REPRESENTATIONS

Client represents and warrants that it has the authority to provide the Documents to Service Provider and to authorize scanning and any selected disposition of the originals. Client further represents that the Documents do not violate any laws or third-party rights such that provision to Service Provider would subject Service Provider to liability.

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