Shredding Services Agreement

SHREDDING SERVICES AGREEMENT

This Shredding Services Agreement (the "Agreement") is made as of by and between Service Provider Name: , an entity organized as , with principal place of business at (hereinafter "Provider"), and Client Name: , an entity organized as , with principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Provider is engaged in the business of collecting, transporting, and securely destroying paper documents and other specified materials containing Confidential Information; and

WHEREAS, Client desires to retain Provider to perform secure shredding services for Client's materials in accordance with the terms and conditions set forth herein; and

WHEREAS, Provider represents that it maintains procedures, personnel screening, and equipment reasonably necessary to perform secure destruction and to maintain chain of custody and, upon request, to provide a certificate of destruction.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

"Materials" means paper documents, hard drives, electronic media, and other items identified by Client for destruction under this Agreement. "Confidential Information" means any nonpublic information contained in the Materials. "Certificate of Destruction" means a written document issued by Provider evidencing destruction of Materials in accordance with this Agreement.

2. SCOPE OF SERVICES

Provider shall provide secure collection, transportation, and destruction services for Materials described as follows:

All destruction shall be performed using methods adequate to render Materials unreadable and irretrievable and in accordance with generally accepted industry standards for secure destruction.

3. SERVICE SCHEDULE; COLLECTION

Provider shall maintain a chain of custody log documenting collection times, personnel, and container identification numbers. Upon destruction of Materials, Provider shall issue a Certificate of Destruction to Client within days.

4. SECURITY, BACKGROUND CHECKS, AND COMPLIANCE

Provider represents and warrants that it will conduct reasonable background screening of personnel who will have access to Materials and will implement physical and procedural safeguards to prevent unauthorized access, disclosure, or loss. Provider shall comply with all applicable federal, state, and local laws and industry standards governing the handling and destruction of Materials.

5. PRICING AND PAYMENT

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for reasonable collection costs, including attorneys' fees, for unpaid amounts.

6. TERM AND TERMINATION

The initial term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated as provided herein. Thereafter this Agreement shall .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice of breach.

7. INSURANCE AND INDEMNIFICATION

Provider shall maintain commercial general liability and automobile liability insurance with limits not less than and workers' compensation as required by law. Provider shall name Client as an additional insured with respect to liability arising from Provider's operations upon Client's written request.

Each party agrees to defend, indemnify, and hold harmless the other party from and against any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or negligent acts or omissions.

8. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that destruction will be performed in a workmanlike manner and in accordance with applicable laws and industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. CONFIDENTIALITY

Provider acknowledges that Materials and any information contained therein are Confidential Information of Client. Provider shall not use or disclose Confidential Information except as necessary to perform Services and shall instruct employees and subcontractors to maintain confidentiality consistent with this Agreement.

10. RECORDS, AUDIT, AND CERTIFICATES

Provider shall retain records of collections and destruction for a period of and shall, upon reasonable notice, permit Client to audit such records during normal business hours. Provider shall provide Certificates of Destruction evidencing the method and date of destruction for each service event.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective notice addresses set forth below by certified mail, courier, or nationally recognized delivery service and shall be effective upon receipt.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. No waiver shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

The parties agree that Provider may engage subcontractors to perform all or part of the Services provided that Provider remains responsible for the acts and omissions of such subcontractors. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

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