VitalShred®

Minimum Shredding Accounts

STANDARD TERMS APPLICABLE TO ANY STATEMENT OF WORK

1. SCOPE.

All materials in the form of records, files, computer media, or non-descript materials (collectively “Materials”) tendered to VRC Companies, LLC[1]., dba VitalShred® (“VitalShred”) under any Statement of Work (“SOW” as defined below), for destruction will be securely and confidentially destroyed with services provided by VitalShred (the “Services”) subject to the fees for Services (the “Fees’) and the specifications by which Services shall be performed (the “Specifications”), and in accordance with the terms and conditions of this agreement (“Agreement”) together with the terms and conditions of any SOW to which this Agreement is incorporated by reference. Customer acknowledges that VitalShred is performing Services that are either (i) recurring in nature and where agreement has been reached through an SOW to invoice Customer on a monthly interval (“Recurring”), or (ii) are specific to an SOW and it’s discrete project (a “Project”) where it is agreed to in the SOW that Customer is to be invoiced at the completion of the Project. In providing  Services that are either Recurring or Project based,  Customer acknowledges that VRC may encounter complications which it could not reasonably contemplate or anticipate in the SOW at the time the Specifications and Fees were agreed upon between parties, including but not limited to a variance or a significant change in the quantity of Services to be performed.  In such instances, the parties hereto acknowledge and agree that this may result in the need to renegotiate in good faith for changes to the Specifications and or Fees as set forth in the SOW.  If after engaging in good faith modification negotiations with Customer, VitalShred unilaterally determines that any Services fail to meet targeted minimum financial performance, upon written notice to Customer, it shall be permitted to discontinue Services without liability to Customer.

2. STATEMENT OF WORK.

The Parties hereto acknowledge that the Specifications and Fees of any Services shall be outlined in a Statement of Work (“SOW”), and further agrees that additional Services requested by Customer may differ significantly from one another, such as for separate and distinct locations or business operations, and as such may necessitate the need to memorialize such additional or varying Specifications and Fees for such Services in additional Statement(s) of Work (“SOW”). Such SOW shall be prepared by VRC and approved by Customer in advance of the initiation of such additional Services. Each SOW executed either concurrently with, or after the acceptance of this Agreement, also incorporates the terms, conditions, and Specifications, as set forth hereunder, without the need to incorporate or reincorporate the same terms and conditions in any particular SOW. Any Services not demonstrated in the SOW will be billed according to usage and in accordance with VitalShred’s then current, standard Fees and Specifications for destruction Services in effect at the time of service.

3. CONFIDENTIALITY.

VitalShred and Customer both covenant and agree to keep the any information related to or disclosed by one party to the other in connection with the Services provided under any SOW confidential, and not to intentionally disclose the existence of the terms and conditions of, or any information related to or disclosed by one party to the other in connection with the Services, to unrelated third parties without express written consent of the disclosing party. ”Confidential Information” means (i) any information concerning or relating to the property, business operations, and affairs of the disclosing party, (ii) this terms and conditions set forth herein and in any SOW, and (iii) any information tendered to VitalShred for the purpose of destruction.  It shall not include information that was previously known to the receiving party free of any obligation to keep it confidential, is subsequently made public by the disclosing party, or is disclosed by a third party having a legal right to make such disclosure.

4. AUTHORITY.

Services shall be ordered only by Customer’s agent(s) as identified by Customer on either (i) VitalShred’s standard “Access Authorization Form” or (ii) as identified in the SOW as Authorized Agents (collectively “Authorized Agents”).  Authority granted to any person(s) on such form shall constitute, until changed, Customer’s representation that the identified person(s) have full authority to order any Service. If there is no Access Authorization Form, any Customer representative shall have authority to order any Service to destroy Customer’s Materials. Customer is solely responsible for maintaining the confidentiality of all passwords issued under VitalShred’s security provisioning platforms, including without limitation restricting the use of any password by Customer’s designated users. Customer shall be solely responsible for all use of the Services accessed through Customer’s password(s).

5. HAZARDOUS MATERIALS RESTRICTIONS.

Customer agrees not to tender to VitalShred any hazardous materials in cartons, collection bins,  or other receptacles, including but not limited to flammable or explosive materials, chemicals, and medical waste materials (“Hazardous Materials”). In the event that VitalShred receives Hazardous Materials in the course of providing Services hereunder, VitalShred shall notify Customer of each such incident and Customer shall bear the expenses associated with safely returning materials to the point of origin or properly disposing of such Materials by licensed hazardous waste transportation and/or destruction service providers.

6. PERFORMANCE STANDARDS.

VitalShred shall implement and maintain such reasonable safeguards as a similarly situated commercial service provider in the confidential information destruction industry would to protect Customer’s Confidential Information, and shall destroy all confidential information in accordance with industry accepted standard specifications as promulgated by The International Secure Information Governance & Management Association (“i-SIGMA”), The National Association for Information Destruction (NAID®), and in accordance with applicable state or federal laws or regulations.

7. DEFAULT.

In the event of breach of the material terms, conditions or covenants found herein, the non-breaching party may terminate this Agreement upon written notice to the breaching party of the default, if such default is not cured by the breaching party within forty-five (45) days of a written notice of the default, provided that such termination shall be subject to the terms, conditions, and Fees as set forth in this Agreement together with any SOW to which this Agreement is incorporated by reference.

8. REMEDIES AND TERM.

The term of this Agreement shall be twelve (12) months from the effective date of the SOW to which this Agreement is incorporated by reference (“Term”). The Term of this Agreement shall automatically extend for successive terms of twelve (12) months each, provided however, that this Agreement may be terminated at the expiration of the initial Term or at the expiration of any successive renewal Term, as applicable, by either party upon written Notice, that is received by the other (non-terminating) party at least sixty (60) days prior to the expiration of the Initial Term or any successive renewal Term hereof, as applicable. Upon default by either Party of any of the terms, conditions or covenants as set forth in this Agreement that remain uncured, or otherwise upon a termination unrelated to default that occurs prior to the expiration of the Term, all outstanding installments of any Fees or charges that are or may become due by Customer for the remainder of any applicable Term, at the option of VRC, without notice or demand, shall become immediately due and payable by Customer.

9. PAYMENT FOR SERVICES.

VitalShred may require payment for Services upon the completion of any discrete Project, which such requirement shall be outlined in the applicable SOW.  Absent any requirements for payment upon completion of a discrete Project, VitalShred shall require payment for Services monthly in accordance with the Fees as set forth herein or in the SOW. Payment for any invoiced Services shall be due within thirty (30) days of receipt. A finance charge of one and one-half percent (1.5%) per month will be added to any balance not paid within thirty (30) days of invoice receipt. In the event Customer fails to pay any Fees for Services provided in accordance with the terms hereunder, VitalShred may suspend all services until such time as Customer has cured such default. Nothing herein shall preclude VitalShred from recourse through other legal remedies available to it. Customer shall pay all costs actually incurred by VitalShred in collection of Fees for Services rendered, including court costs and reasonable attorney’s fees.

10. LIABILITY LIMITATION.

VRC shall not be liable for any breach in providing Services unless such breach results from VRC’s negligence.  If VRC becomes liable to Customer for such negligence, VRC’s maximum liability to Customer with respect to such breach in providing Services shall be equal to (1) for discrete Projects that are not attached to Services that are Recurring in nature, the lesser of those Fees paid by Customer under the specific Project that gave rise to the claim, or $10,000.00, or (2) for Services that are Recurring in nature, those Fees paid by Customer for such Services rendered in the twelve (12) months immediately preceding the event that gave rise to the claim.  In no event shall VitalShred be liable for any indirect, special, consequential, exemplary, punitive, cover or incidental damages, including but not limited to loss of data, loss of revenue, loss of profits or loss of goodwill, regardless of whether any action to obtain such is brought under theory of tort, contract, or any other legal theory.

11. NOTICES.

All Notices between the parties under this Agreement shall be in writing. Customer agrees that it shall be acceptable for Notices regarding Fee adjustments or changes to Fee applications to be sent either (i) via regular mail to Customer’s physical street address or box number designated by Customer for invoicing as found in the heading of the applicable SOW, or (ii) via email to Customer’s agent(s) as identified by Customer on VitalShred’s Standard Authorization Form, or in the absence of such standard Access Authorization Form, then to the Customer’s Invoicing Email address designated by Customer as found in the heading of the applicable SOW, which such Notices shall be deemed effective and given as of the date sent. All other Notices shall only be given via registered or certified mail to the street address used for the Customer’s “Business Name” as found in the heading of the applicable SOW, which such Notices shall be deemed effective and given as of the date received.

12. FORCE MAJEURE.

In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, governmental actions, pandemics, acts of terrorism, civil unrest, equipment or transmission failure, or other causes reasonably beyond its control, such party shall not be liable for damages to the other resulting from such failure to perform.

13. INTERPRETATION; CONFLICT.

Any SOW, whether previously or contemporaneously executed between Customer and VitalShred, that explicitly incorporates this Agreement by reference shall be subject to the terms and conditions as set forth herein. In the event of conflict between the terms and conditions as set forth in this Agreement and those of any SOW that seeks to incorporate the terms and conditions of this Agreement, those found in the SOW shall supersede and prevail only as would pertain to the Fees and Specifications for Services contemplated therein; in all other instances the terms and conditions of this Agreement shall govern and control. In the event of conflict between terms and conditions herein together with those of any SOW to which this Agreement is incorporated by reference, and those found in any prior or contemporaneous agreement between Customer and VitalShred for similar service offerings that are Recurring in nature (“Legacy Agreement”), those found herein together with those of such SOW shall supersede and prevail ONLY as to the discrete location or business operation contemplated in such SOW; in all other instances the terms and conditions of the Legacy Agreement shall govern and control.

14. MISCELLANEOUS.

This Agreement may only be modified, amended, or terminated in writing, signed by both parties, and in accordance with the Notices provisions set forth above. Captions contained in this Agreement are for convenient reference only and shall not be used in interpreting any of the provisions hereof. If one or more of the provisions contained in this Agreement and Exhibits are found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected. Failure of either party to insist upon strict performance of the other party’s obligations hereunder shall not be construed as a waiver of strict performance thereafter of all of the other party’s obligations hereunder and shall not prejudice any remedies as provided herein. Nothing contained in this Agreement shall be deemed or construed as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto. VitalShred shall be permitted to subcontract all or any portion of its duties under this Agreement. This Agreement together with and SOW to which this Agreement incorporated by reference shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.

15. GOVERNING LAW.

This Agreement, and all matters arising out of or relating to this Agreement, whether founded in contract, tort, or statute, shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to any choice of law provisions or rule (whether of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other that the State of Tennessee.  In the event either party institutes an action to adjudicate their rights under this agreement, the prevailing party shall be entitled to receive costs, which may include but are not limited to, court costs and reasonable attorney’s fees.

[1] VRC Companies, LLC. is a limited liability company, incorporated in the state of Delaware, with its principal business operations domiciled  in the state of Tennessee,  and doing business under the following legally established, trademarks:   Vital Records Control®,  VitalScan®,  Vital Shred®,  VitalChart®, and  Vital Vault®.