Miscellaneous Separation Pages

MISCELLANEOUS SEPARATION PAGES AGREEMENT

This Miscellaneous Separation Pages Agreement (the Agreement) is entered into as of between:

RECITALS

WHEREAS, Party A maintains certain printed materials, document sets, and assembled pages that require documented separation, inventorying and transfer of custody for the purposes of recordkeeping, storage, destruction, or retention (the Separated Pages); and

WHEREAS, Party B has the specialized capability to perform separation, tagging, and disposition work for the Separated Pages on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of the separation services described herein.

SCOPE OF WORK

Party B shall perform separation services as described below. Services to be provided include physical separation of pages, labeling, inventory reconciliation, tagging for retention or destruction, secure transfer of separated pages, and preparation of a separation report. Additional services shall require written amendment signed by both parties.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Party A shall pay Party B in accordance with the following terms:

Party B shall submit invoices in writing. Payment shall be due in accordance with the payment_schedule above. Any undisputed past-due amount shall accrue interest at the rate set forth in the late_fee above and may be recovered together with costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party in accordance with the notice period above. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence all information disclosed by the other party (the Disclosing Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information includes, without limitation, separation reports, inventories, retention/destruction determinations, and client-identifying information.

The Receiving Party shall not disclose Confidential Information to any third party except to employees or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

Confidential Information does not include information that (a) was already known to the Receiving Party without restriction at the time of disclosure; (b) becomes publicly available other than through breach of this Agreement; (c) is lawfully received from a third party without breach; or (d) is independently developed by the Receiving Party.

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 laws principles. The parties submit to the exclusive jurisdiction of state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or successor in interest.

Independent Contractor: Party B is an independent contractor. Nothing in this Agreement creates an employment, agency or partnership relationship between the parties.

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