Miscellaneous Synology Drives Document Template

MISCELLANEOUS SYNOLOGY DRIVES AGREEMENT

This Miscellaneous Synology Drives Agreement (the "Agreement") is entered into effective as of between the parties set forth below.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of configuring, maintaining and managing Synology network-attached storage systems and associated drive media and related services; and

WHEREAS, Client desires Service Provider to perform certain services relating to the inventory, configuration, transport, custody, maintenance and data handling for a set of Synology drives described herein (the "Drives"); and

WHEREAS, the parties wish to set forth their respective duties, payment terms, data-handling procedures and limitations of liability in this Agreement.

Scope of Work

Service Provider will perform the following services in connection with the Drives: inventory and tagging; verification of serial numbers and model information; RAID and volume configuration and validation on Synology hardware; secure transport (if requested); data migration, backup verification, and secure erasure or return at the end of the engagement. Specific tasks, deliverables and acceptance criteria are described below and in any attached inventory entries.

Drive Inventory (Primary Items)

List each Drive and its identifying details. Add additional rows to a separate inventory attachment if required.

Additional Drives:

Storage, Transport and Access

Storage Location: On-site Off-site / Third-party

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services performed under this Agreement.

Late Payment: Unpaid amounts shall accrue interest at the rate of % per month (or the maximum permitted by law, whichever is less), plus any reasonable collection costs. Minimum late fee: $

Term and Termination

This Agreement commences on the Commencement Date of and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

Upon termination, Service Provider shall, at Client's direction, either (a) return the Drives to Client in substantially the same condition as received, reasonable wear and tear excepted, or (b) perform secure data sanitization in accordance with the Data Sanitization clause below and certify such sanitization in writing.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including data stored on the Drives. Each party shall (a) use Confidential Information only as necessary to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect confidentiality, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information.

Data Sanitization and Chain of Custody

Chain of Custody: Service Provider shall maintain a contemporaneous chain of custody log for Drives while in its control, documenting time, date, personnel, transport conditions and handoff signatures. The log shall be produced to Client upon request within a reasonable commercial time.

Warranties; Limitation of Liability; Indemnification

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Indemnification: Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its confidentiality obligations under this Agreement.

Governing Law; Dispute Resolution

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. The parties shall first attempt to resolve disputes through good-faith negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county of the governing state selected above.

Entire Agreement; Amendments

This Agreement, together with any written attachments executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

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