Scan Document Template

SCAN DOCUMENT TEMPLATE

Parties

Recitals

WHEREAS, Provider Name: is engaged in the business of converting physical records to digital formats, providing indexing, metadata capture, and secure delivery services;

WHEREAS, Client Name: seeks to engage Provider to perform scanning and related services for the Client's documents subject to the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Provider shall perform document conversion services as described in the scope below. Services include preparation, scanning, OCR (where specified), quality assurance, indexing, file delivery in mutually agreed formats, and optional secure destruction of originals where selected. Specific deliverables, production formats, and acceptance criteria are set forth below.

Payment Terms

Client shall pay Provider fees as set forth below. Fees cover labor, equipment, media, and standard indexing unless otherwise agreed in writing.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall reimburse Provider for reasonable collection costs and any costs incurred as a result of delayed access to documents.

Term and Termination

This Agreement commences 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 by providing written notice at least Notice Period (days): days prior to the intended termination date. Provider may terminate immediately for cause upon breach by Client of payment obligations or material terms.

Upon termination, Client shall pay Provider for all services performed and deliverables produced through the termination effective date. Provider shall, at Client's direction and expense, return or securely destroy originals in accordance with any previously executed destruction authorization.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Provider shall implement and maintain administrative, technical, and physical safeguards designed to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction consistent with industry-standard practices for similar service providers.

Provider may disclose Confidential Information to subcontractors and employees on a need-to-know basis, provided such parties are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information shall not include information that is (i) already known to the receiving party without obligation of confidentiality, (ii) publicly available through no fault of the receiving party, or (iii) required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party where legally permissible.

Data Security and Records Retention

Provider shall maintain industry-standard security measures to protect digitized data. Client retains ownership of the content of documents and grants Provider a limited license to process such content solely for performance of the services. Provider shall not use Client data for any purpose other than performing this Agreement without Client's written consent.

Secure destruction of originals after scanning is requested by Client and will be performed only upon written authorization and in accordance with mutually agreed procedures.

Warranties; Limitation of Liability; Indemnification

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Client shall indemnify, defend, and hold harmless Provider from any third-party claims arising from Client's instructions, misuse of deliverables, or violation of applicable law in Client-supplied content.

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. Venue for any dispute shall be the state or federal courts located in the county in which Provider's principal place of business is located.

Entire Agreement; Amendments

This Agreement, together with any written attachments, exhibits, or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, by overnight courier, or three business days after deposit with the United States Postal Service, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

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