Administration Electronic Document Management Agreement
Administration Electronic Document Management Agreement
This Administration Electronic Document Management Agreement ("Agreement") is entered into on [Date] ("Effective Date") by and between:
[Your Company Name], a [State/Country] corporation having its principal place of business at [Address] ("Provider"),
and
[Client's Company Name], a [State/Country] corporation having its principal place of business at [Address] ("Client").
WHEREAS, Provider offers electronic document management services including but not limited to document storage, retrieval, indexing, and security measures;
WHEREAS, Client desires to engage Provider to provide electronic document management services;
WHEREAS, Provider represents that it has the necessary expertise and resources to provide such services in accordance with industry standards;
WHEREAS, Client wishes to ensure the confidentiality and integrity of its documents and information entrusted to Provider for electronic document management purposes;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Scope of Services
1.1 Document Storage: Provider shall securely store all electronic documents provided by the Client using industry-standard encryption and access controls.
1.2 Document Retrieval: Provider shall implement a user-friendly interface for Client to easily retrieve stored documents, with search functionalities based on metadata and content indexing.
1.3 Document Indexing: Provider shall assign appropriate metadata tags to each document for efficient categorization and retrieval, based on Client's specifications and requirements.
1.4 Security Measures: Provider shall employ robust security measures, including but not limited to firewalls, intrusion detection systems, and regular security audits, to safeguard Client's documents from unauthorized access or data breaches.
2. Term
2.1 Commencement: This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of [Length of Initial Term], during which both parties shall perform their respective obligations hereunder.
2.2 Renewal: Upon expiration of the initial term, this Agreement shall automatically renew for successive renewal terms of [Length of Renewal Term], unless either party provides written notice of non-renewal at least [Notice Period] days prior to the expiration of the then-current term.
2.3 Early Termination: Notwithstanding the foregoing, either party may terminate this Agreement prior to the expiration of the initial term or any renewal term upon written notice to the other party in the event of a material breach of this Agreement by the other party, subject to any applicable cure periods.
3. Fees
3.1 Payment Terms: Client shall pay Provider fees for the electronic document management services as set forth in the attachments, which shall be invoiced [Frequency of Invoicing] in advance, unless otherwise agreed upon in writing.
3.2 Late Payment: In the event that Client fails to make any payment when due, Provider reserves the right to suspend or terminate the provision of services until all outstanding payments are made, without prejudice to any other rights or remedies available to Provider under this Agreement or at law.
3.3 Fee Adjustments: Provider reserves the right to adjust the fees upon [Notice Period] days' written notice to Client, provided that any fee increases shall not exceed [x]% within any [Time Period] period during the term of this Agreement.
4. Ownership and Control of Documents
4.1. Client Ownership: Client retains full ownership of all documents and information uploaded, stored, or processed through the electronic document management system provided by Provider. This ownership includes but is not limited to text, images, multimedia files, and any other data formats.
4.2. Provider Responsibilities: Provider shall exercise diligent care and take all necessary precautions to ensure the safety, integrity, and confidentiality of Client's documents and information. Provider shall not alter, modify, distribute, or disclose Client's documents except as expressly authorized by Client or as required by law.
5. Confidentiality
5.1. Mutual Confidentiality: Both parties acknowledge and agree that during the performance of this Agreement, they may have access to confidential information of the other party. "Confidential Information" shall include all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
5.2. Protection of Confidential Information: The Receiving Party agrees to use the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information. The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
5.3. Exceptions: The obligations set forth in this Section shall not apply to any information that the Receiving Party can demonstrate (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
6. Termination
6.1. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within [Cure Period] days after receiving written notice thereof.
6.2. Effect of Termination: Upon termination of this Agreement for any reason, Provider shall promptly return to Client or securely dispose of all Client documents and information in its possession or control. Provider shall not retain any copies, excerpts, or summaries of Client's documents or information, except as required by law or for archival purposes agreed upon in writing by both parties.
6.3. Survival: The provisions of Sections 4, 5, 6, and any other provisions which by their nature should survive termination, shall survive any termination or expiration of this Agreement.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
8. Entire Agreement
This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
IN WITNESS WHEREOF, the Parties hereto have caused this Administration Electronic Document Agreement to be executed as of the date first above written.
Provider:
(signature)
___________________________
[Company Representative Name]
[Your Company Name]
Client:
(signature)
___________________________
[Client Company Name]
