Fill and Sign the Following Form of Record Retentions Policy is a Generic Form Useful in

7.17 Records Retention PolicyI. INTRODUCTION The following form of record retentions policy is a generic form useful in most settings. However, before adopting such a policy, it is important to consult the Company's litigation counsel. This document sets forth the policies and procedures of ____________ (the "Company") for the identification, retention, storage, protection and disposal of company records. This Records Retention Policy is intended to ensure that the Company's records management policies adhere to customer, legal and business requirements and are conducted in a cost-efficient manner. II. STATEMENT OF POLICY It is the Company's policy to maintain complete, accurate, and high quality records. Records are to be retained for the period of their immediate use, unless longer retention is necessary for historical reference, contractual, legal or regulatory requirements, or for other purposes as set forth herein. Records that are no longer required, or have satisfied their required periods of retention, shall be destroyed in an appropriate manner. III. SCOPE This Policy applies to all Company Records. A Company Record is any documentary material, regardless of physical form, that is generated or received by the Company in connection with the transaction of its business and retained for any period of time. A record that includes both business and personal information, such as an appointment calendar, is a Company Record. IV. RECORD RETENTION PERIODS A. The retention periods established by the Company are set forth in the Records Retention Schedule attached to this Policy. Retention periods are listed in terms of calendar years plus the current calendar year. The destruction date for records is always December 31 of the last year of retention; e.g., if a record has a retention period of the current year plus three and the record is dated 1997, the destruction date for the record is December 31, 2000. B. Upon expiration of the applicable retention period, the record is to be reviewed and destroyed unless extended retention is requested in writing, with satisfactory justification, by the head of the department responsible for the record. Such a request shall be directed to [title]. C. Whenever contractual records retention requirements exceed the retention periods listed on the Records Retention Schedule, such records will be retained in accordance with the records retention requirements of the contract. If contractual requirements specify the retention of records not listed on the Records Retention Schedule, those records will be retained in accordance with the requirements of the contract. No records concerned with open contracts and governed by contractual retention policies will be destroyed without the approval of the appropriate level of management. D. In the event of a conflict, federal, state, or local records retention requirements will take precedence over the retention periods listed in the Records Retention Schedule. E. Records relevant to a pending or reasonably anticipated legal action or tax are not to be destroyed. F. Any Company employee who believes the retention period governing any type of records should be changed because of changes in legal, auditing or management requirements, or believes a new item should be added to the Record Retention Schedule, should submit a Request for Modification of Record Retention Schedule to the [title] in the form established by the [title]. V. RECORDS SCREENING AND PURGING A. Records are to be screened at least once every [time interval] to determine if they are "Active Records" (i.e., subject to immediate use). The screening process is to be planned and carried out within each Department. B. Active records are to be stored in the immediate area of the responsible custodian. Records determined to be inactive are to be reviewed for possible off-site storage or for destruction pursuant to this Policy. C. Factors to be considered in the screening process include:(1) Need for retention, including required retention periods set forth in the Records Retention Schedule; (2) Frequency of reference; (3) Nature of reference; and (4) Volume of files. D. Duplicate and multiple materials are to be eliminated. Whenever possible, the version of the record containing the most conclusive information is the one to be retained. In general, the retained copy of a record should not contain personal notations, other than the author's signature. E. Records that have exceeded their required retention period are to be reviewed and destroyed. Records are not to be transferred to off-site storage if the retention period for such records expires within a year of the contemplated transfer. F. Company supervisors are to ensure that the business files of terminating or transferring employees are reviewed concurrent with the employee's departure. Such files are to be reassigned to other employees or purged. VI. RECORDS STORAGE A. Records Center Storage(1) The Company will maintain a Records Center to store, control, and protect inactive records. The Records Center will be in a safe, secure location and protected from environmental and other potential harm. (2) Records storage containers are to be labeled in sufficient detail to facilitate prompt and accurate content identification by Records Center personnel. (3) Records are to be filed by year or specified periods to facilitate their reference, review and/or destruction. B. Vital Records Storage(1) The Company will establish a Vital Records Center separate from the Records Center. The Vital Records Center shall, like the Records Center, be in a safe, secure location protected from environmental and other harm. (2) Each Department is to identify those records that are essential to the continuity of the Company and designate them as Vital Records as soon as practicable after the creation of the records. Such records include records which: a. Are essential to the continuation of operations; b. Are essential to [Company's] legal and financial status; c. Are necessary for fulfillment of obligations to stockholders, employees, customers and/or outside interests; d. Contain secret processes, formulas, or innovations that are not registered elsewhere; and, e. Denote Company ownership of assets that would otherwise be difficult or impossible to establish. (3) Vital Records are to be duplicated and the duplicate records stored in the Vital Records Center. (4) Each Department is to maintain a current list of Vital Records maintained by that Department and forward a copy of the list to the [title], who shall maintain a master list of Vital Records for the Company. C. Electronic Storage(1) The records management procedures and records retention periods set forth in this Policy are applicable to electronic records. Records generated and maintained in Company information systems or equipment (including mainframe, mini, and micro computing/storage systems) are to be reviewed periodically by applicable information owners and/or custodians to ensure that the requirements set forth in this Policy are being met for electronic information systems. (2) The use of magnetic tape, disc, or similar electronic media for records storage purposes for periods that exceed one year is discouraged. Special packaging, handling and environmentally controlled facilities are required for storage periods exceeding one year. [Title] is to maintain guidelines and advise personnel in accommodating long-term electronic media storage requirements. (3) Records stored in electronic media are to be grouped on single medium (roll of tape, individual disc, etc.) in a fashion to facilitate review and destruction at appropriate intervals. D. Film Storage(1) The records management procedures and record retention periods set forth in this Policy are applicable to information contained or stored on film media, including microfilm, microfiche, or similar media.(2) The use of film for record storage and retention purposes is to be selective to ensure cost effectiveness. [Title] shall develop standard practices to be utilized when reducing information to film to ensure that authenticity is not impaired. (3) The use of film media for long-term records retention purposes normally requires special packaging, handling, and environmentally controlled facilities. [Title] is to maintain guidelines for such purposes and advise personnel in their use. (4) Records stored in film media are to be grouped on single media (roll of film, single fiche, etc.) in a manner to facilitate review and destruction at appropriate intervals. VII. RESPONSIBILITIES A. [Title of Responsible Officer] [Title of Responsible Officer] has overall responsibility for developing, implementing and maintaining the Company-wide records management process, in accordance with the requirements set forth in this Policy, including: (1) Maintaining records retention guidelines, as necessary, for the implementation of this Policy; (2) Updating the Records Retention Schedule attached to this Policy; (3) Maintaining the index of Vital Records; (4) Determining the applicability and acceptability of records for retention and storage at the Records Center; (5) Conducting orientation and training for Company personnel involved in the records management process; (6) Developing and maintaining the necessary records management form(s); (7) Preparing and maintaining inventories of records stored in the Records Center; (8) Ensuring that only authorized persons with a need-to-know gain access to records stored in Records Centers; and (9) Ensuring that stored records are retained, protected, retrieved, returned to storage, reviewed and destroyed in accordance with the provisions of this Policy. B. Departments Each Corporate department is responsible for assisting in the records management process. Such responsibilities generally include: (1) Supporting preparation and maintenance of local records retention schedules; (2) Identifying, packaging, documenting and transferring applicable records to the Records Center; (3) Retaining only those records for which they have custodial responsibility; (4) Requesting retrieval of records from the Records Center when required by their respective functions; (5) Returning records to the Records Center within the time period established by the [title]; and (6) Reviewing and authorizing destruction of records at the retention expiration date. C. Employees All employees are responsible for ensuring that accurate and complete records are identified, retained, stored, protected, and destroyed in accordance with this Policy.