Scan Request Form

Scan Request and Scanning Services Agreement

Client Name:    Service Provider Name:

Recitals

WHEREAS, Client requires electronic conversion, image capture, and related processing of physical and/or electronic records for archival, operational and/or legal purposes; and

WHEREAS, Service Provider possesses the equipment, technical expertise and quality control procedures necessary to perform scanning, optical character recognition (OCR), indexing and secure delivery of scanned materials; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree that the Service Provider will perform the scanning services described in this Scan Request and the Client will pay for such services according to the Payment Terms specified herein.

Request Details

Scope of Work

The Service Provider shall perform the following services in accordance with Client requirements, quality standards and applicable laws. Provide a detailed description of items to be scanned, indexing rules, and acceptance criteria.

Technical Specifications

Originals Format: Paper Microfilm CD/DVD Electronic files Other

Color Options: Full Color Grayscale Black & White    Duplex Scanning: Yes

File Format Deliverable: PDF PDF/A TIFF Searchable PDF JPEG

Perform OCR to produce searchable text and deliver a text layer    Language for OCR:

Delivery & Acceptance

Delivery Method: Secure Email SFTP Secure Portal Physical Media

Payment Terms

Standard fees for services described in this request are set forth below. Client shall pay amounts due in accordance with the schedule and billing instructions. Service Provider shall supply an itemized invoice specifying quantities, unit rates, and any approved additional charges.

Term and Termination

This Agreement commences on the Start Date and continues through the End Date or until the services described in the Scope of Work are completed and accepted, whichever occurs later. Either party may terminate for material breach if the breach remains uncured after the notice period set forth below.

Confidentiality

The parties acknowledge that in connection with performance of the scanning services, each party may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Service Provider shall implement and maintain administrative, physical and technical safeguards to protect Confidential Information against unauthorized access, disclosure, alteration or destruction.

The receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict access to Confidential Information to employees, contractors and agents with a need to know who are subject to confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party except as required by law, provided that the receiving party gives prompt written notice to the disclosing party and limits the disclosure to the extent legally required.

The confidentiality obligations herein shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Breach of confidentiality may cause irreparable harm for which monetary damages are inadequate, and the disclosing party shall be entitled to seek injunctive relief in addition to other remedies.

Records, Retention & Return

Unless otherwise instructed in writing, Service Provider will return original physical records and deliver electronic copies per Delivery instructions. Client shall specify retention or destruction instructions; otherwise Service Provider shall retain originals for the mutually agreed retention period and protect them consistent with industry standards.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below, without regard to principles of conflicts of law. The parties agree that exclusive venue for any dispute arising under this Agreement shall be the state and federal courts located in the specified state unless the parties agree in writing to alternative dispute resolution.

Entire Agreement

This Scan Request and Scanning Services Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Representations & Acknowledgment

Client represents that it has the authority to authorize scanning, transfer, and storage of the materials described in this request and that it will obtain any necessary consents or permissions prior to submission. Service Provider represents that it will perform services in a professional manner consistent with industry standards and will maintain appropriate security safeguards.

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