I. Services. Legacy Archive Solutions Team (LAST) agrees to provide the following services:

(a)   Secure and process professional records requests for retired, disabled, and deceased licensed professionals.

(b)   Practice closing services should the licensed professional be unable to perform this function due to disability or death, which includes but is not limited to:

              i.            Client notification

             ii.            Final insurance billing (assuming notes are completed)

            iii.            Collection of fees for services provided prior to practice closing

            iv.            Notification of office lease termination and corresponding office services

             v.            Final financial reports

            vi.            Vendor notification

II. Expenses. LAST shall be responsible for expenses related to providing secure processing professional records. Out-of-pocket expenses are considered to include, but are not limited to, travel expenses for practice closure and legal consultations. These expenses will be paid by the professional’s personal estate.

III. Termination Clause. LAST or Client may terminate this Agreement at any time with notice of at least 90 days. No refunds will be processed. The Consultant may terminate this Agreement if the Client breaches a term or terms of this Agreement by providing written notice of said breach to the Client and if Client fails to cure the breach within ten (10) days of receipt of the written notice.

IV. Disputes. If any dispute arises under this Agreement, LAST and the Client shall negotiate in good faith to settle such dispute. If the parties cannot resolve such dispute themselves, then either party may submit the dispute to mediation by a mediator approved by both parties. If the parties cannot agree with any mediator or if either party does not wish to abide by any decision of the mediator, they shall submit the dispute to arbitration by any mutually acceptable arbitrator, or the American Arbitration Association (AAA). The costs of the arbitration proceeding shall be borne according to the decision of the arbitrator, who may apportion costs equally or in accordance with any finding of fault or lack of good faith of either party. If either party does not wish to abide by any decision of the arbitrator, they shall submit the dispute to litigation. The venue for any dispute shall be the Federal or State court located in Lincoln, Nebraska.

V. Legal Notice. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in-person or deposited in the United States Postal Service via Certified Mail with return receipt.

VI. Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

VII. Independent Contractor Status. LAST, under the code of the Internal Revenue (IRS), is an independent contractor and neither LAST’s employees or contract personnel are, or shall be deemed, the Client’s employees.

VIII. State and Federal Licenses. LAST represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.

 IX. Confidentiality & Proprietary Information. Client and LAST acknowledge the use of proprietary information in the course of their services. Each party shall maintain confidentiality of this information and shall not disclose to any third party except to the extent necessary to perform services. Proprietary or confidential information includes, but is not limited to:

(a)   The written, printed, graphic, or electronically recorded materials furnished by LAST;

(b)   Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that both parties make reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information.

X. Assignment and Delegation. LAST may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor.

XI. Governing Law. This Agreement shall be governed under the laws in the State of Nebraska.

XII. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.

XIII. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and LAST.