Scanning Document Template

SCANNING DOCUMENT TEMPLATE

This Scanning Services Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client possesses physical documents, records and other materials identified in Exhibit A that Client desires to convert to digital image files and related deliverables; and

WHEREAS, Service Provider represents that it has the personnel, equipment and expertise necessary to perform high‑volume document scanning, indexing and quality control in accordance with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will scan, process and deliver digital copies of Client's documents.

SCOPE OF WORK

Deliverables shall include: searchable PDF, TIFF, or other formats as specified. Selected deliverable formats: PDF (searchable) TIFF (multi‑page) JPEG

Indexing and metadata standards:

PAYMENT TERMS

Total Project Fee: $

Invoices will be issued in accordance with the payment schedule above and are payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Client is responsible for reasonable out‑of‑pocket expenses incurred by Service Provider in connection with performance, including but not limited to transportation, special handling, and media costs, provided such expenses are pre‑approved in writing.

TERM AND TERMINATION

Term: This Agreement commences on and continues until the earlier of completion of services or .

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days following written notice. Upon termination, Client shall pay Service Provider for work performed through the effective date of termination and for reasonable wind‑down costs.

CONFIDENTIALITY AND DATA PROTECTION

Each party shall keep confidential all proprietary or non‑public information of the other party disclosed in connection with this Agreement (Confidential Information). Service Provider shall implement administrative, physical and technical safeguards to protect Client data from unauthorized access or disclosure consistent with industry standards. Confidential Information shall not be disclosed except as required by law and with prior notice to the disclosing party where permitted.

Retention and disposition of physical originals: Service Provider will hold originals in a secure chain‑of‑custody storage for days following delivery, after which originals will be returned to Client or securely destroyed in accordance with Client's written instructions. Service Provider shall provide a certificate of destruction upon request.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

Service Provider warrants that deliverables will conform materially to the Scope of Work for a period of 30 days following delivery. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The parties' aggregate liability arising under this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement.

Each party shall indemnify and hold the other harmless from third‑party claims arising from its own negligent acts or willful misconduct in connection with this Agreement.

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.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and the applicable purchase order or statement of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest.

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