Professional Records Management, Inc. 
Storage Service Agreement

This Storage Service Agreement (“Agreement”) is made, entered into and effective this 1st day of ___________________ (the “Effective Date”), by and between Professional Records Management, Inc., a Georgia corporation, (“PRM”) with its notice address at P.O. Box 54432, Atlanta, Georgia 30308, Facsimile: 678-388-1467, Attn: Larry Corley and ______________________, a Georgia corporation, (“Customer”) with its principal office and notice address at ___________________________________, Facsimile:  ________________, Attn: ___________________. 

 

1.  AGREEMENT FOR SERVICES:  PRM agrees to provide Customer certain storage and delivery services (each a “Service”) for paper records of Customer (“Customer Records”) as more specifically set out in the Service Description and Fee Schedule attached hereto and incorporated herein as Exhibit A (the “Service and Fee Schedule”), and Customer agrees to utilize the same, subject to the provisions in this Agreement.  
   
   A.   PRM will only accept orders to provide a Service from Customer employees authorized by Customer as Customer agents for purposes of this Agreement (each a “Customer Agent”) as set forth in this Section 1(A).  Customer may add  Customer Agents to Customer’s account (i) by submitting to PRM a “Customer Agents Report” attached hereto and incorporated herein as Exhibit B; or (ii) by submitting such requests via the password-protected, customer-only pages of www.PRMatlanta.com (the “Website Services”).  Each Customer Agent shall be assigned to a Security Group (as defined hereafter) and shall have the authority granted pursuant to such assignment.  For purposes of this Agreement, “Security Group” shall refer to the Customer-defined level of authority and permissions granted to Customer Agents belonging to such Security Group as set forth on the Customer Agents Report (or corresponding area of the Website Services).  Customer may define as many different Security Groups with as many different levels of authority as Customer, in its discretion, deems appropriate; provided, however, that at least one Security Group shall include, at a minimum, the authority to add, remove or modify Customer Agents and Security Groups.  Customer hereby declares that ____________________________will be the initial Customer Agent granted access to the Customer’s account, and that such Customer Agent shall belong to a Security Group that includes, at a minimum, the authority to add, remove or modify Customer Agents and Security Groups.  Hereafter, additional Customer Agents may only be added, removed, or modified by a Customer Agent belonging to a Security Group permitting such action.  Each Customer Agent shall be assigned a unique username and password required to access the Website and to order Services hereunder (all usernames, passwords and related information collectively referred to herein as “Customer Security Data”).
   
   B.  Except as otherwise provided herein, Customer Agents may order individual Services as follows: (i) verbally via telephone at 770-944-1801; (ii) in a writing signed by the Customer Agent and submitted to PRM via first class mail, via facsimile at 678-609-1504, or via e-mail at WorkOrders@PRMatlanta.com; or (iii) via the Website Services (each such communication an “Order”).  All Orders submitted by e-mail shall be deemed to be in writing and signed by the Customer Agent submitting such Order.  When submitting an Order, the Customer Agent may be required to provide his or her password to verify the Customer Agent’s identity and authority to order the requested Service.  Customer agrees and acknowledges that PRM may rely on, and act in accordance with, all Orders received by PRM that are (1) in writing and signed by an authorized Customer Agent; or (2) made using any valid and current Customer Security Data.  Customer agrees that all Services requested by Customer as set forth in this Section 1(B) will be covered under the terms of this Agreement.
   
    

2. TERM:  Unless terminated earlier in accordance with the terms hereof, the initial term of this Agreement is ___years, commencing on the Effective Date and expiring on _________________ (the “Initial Term”).  Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each “Renewal Term”) unless either party gives written notice of its intent not to renew to the other not less than thirty (30) days before the end of the then-current Initial Term or Renewal Term.
   
    

3. FEES AND TERMS OF PAYMENT:  Customer agrees to pay PRM all fees associated with services initiated by Customer during the term of this Agreement, each as set forth in the Service and Fee Schedule and subject to adjustment as set forth in Section 4 hereof.  PRM shall invoice Customer for all fees incurred by Customer hereunder.  Customer shall pay all invoices within thirty (30) days of the invoice date.  If Customer fails to pay any invoiced fees of PRM within sixty (60) days of the invoice date, PRM may, after giving seven (7) days prior written notice to Customer (a “Delinquency Notice”), suspend all Services to Customer and refuse Customer access to Customer Records.  If Customer thereafter fails to pay charges for a period of thirty (30) days after the date of the Delinquency Notice, PRM may, as its sole option and  after giving seven (7) days prior written notice to Customer, take any of the following actions: (a) assert and enforce any warehouseman’s lien on Customer Records provided by law, (b) destroy all Customer Records; and (c) terminate this Agreement and deliver all Customer Records to the Designated Address (as defined hereafter) and invoice Customer therefor in accordance with Section 5(C) hereof.  PRM may take any or all of the actions set forth in this Section 3 without liability to the Customer therefor.  Nothing herein shall limit PRM from utilizing any other available remedies for Customer’s failure to pay fees due hereunder.
   
    

4. CHANGES IN FEES:  The fees set forth in the Service and Fee Schedule shall remain in effect for a period of twenty-four (24) months from the date of this Agreement.  Thereafter, PRM may adjust any or all fees by giving Customer not less than thirty (30) days prior written notice of any such fee increase; provided, however, that the rate of increase in fees hereunder shall not exceed the greater of (a) five percent (5%) per year; or (b) the percentage equal to the percentage change in the Consumer Price Index, All Urban Consumers (CPI-U) for the period beginning on the Effective Date of this Agreement and ending in the month immediately preceding the month in which such fee increase occurred, as published by the United States Department of Labor Bureau of Labor Statistics.  All fee increases will be rounded to the nearest $0.01 using standard rounding conventions.
   
    

5. TERMINATION:  
   A.  Customer may terminate this Agreement upon giving at least sixty (60) days prior written notice of such termination to PRM.
   
   B.  This Agreement may be terminated by PRM (i) immediately upon notice to Customer for Customer’s failure to cure any breach of this Agreement (other than failure to pay invoiced fees due hereunder) within thirty (30) days of notice thereof; or (ii) by giving at least sixty (60) days prior written notice of such termination to Customer.
   
   C.  Upon expiration or termination hereof, PRM shall deliver all Customer Records to an address designated for such purpose by Customer in writing (the “Designated Address”).  Customer shall bear all retrieval and transportation fees associated therewith.
   
   D.  The provisions of Sections 3, 5(C)-(D), 7, 12-25 shall survive any expiration or termination hereof 
   
    

6. WARRANTY DISCLAIMER:  PRM AND ITS THIRD PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  
   
    

7. CONFIDENTIALITY:  
   A.  Each party acknowledges that as a result of their activities under this Agreement, each may have access to Confidential Information (as defined hereafter) of the other.  As used herein, the term “Confidential Information” shall mean any and all proprietary and confidential data or information of a party or any of its affiliates, that is of tangible or intangible value to a party disclosing such (the “Disclosing Party”) and is not public information or is not generally known or available to that party’s competitors but is known only to the Disclosing Party and its employees, independent contractors or agents to whom it must be confided in order to apply it to the uses intended, including without limitation information with respect to the operations, customers, customer lists, products, marketing strategy and services of the Disclosing Party and its affiliates.  As between the parties, Customer Records shall be Customer’s Confidential Information.  Notwithstanding anything contained to the contrary herein, after five (5) years from the termination of this Agreement, only that information that meets the definition of “trade secret” under applicable law shall be considered “Confidential Information” of a party hereunder.   In recognition of each party’s need to protect its legitimate business interests, each party receiving Confidential Information of the other party (the “Receiving Party”) hereby covenants and agrees that it will treat and regard each item constituting Confidential Information of the party Disclosing Party, as strictly confidential and wholly owned by the Disclosing Party and will not, without the prior written consent of the Disclosing Party, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate to any third party or permit any of its employees or agents, to do any of the above with respect to all or any part of the Disclosing Party’s Confidential Information, except as required by judicial, governmental or legal action or as permitted hereunder.  Upon termination of this Agreement, the Receiving Party agrees to transmit all of the Disclosing Party’s Confidential Information to the Disclosing Party.  In the event of a violation or threat of violation by a Receiving Party, directly or indirectly, of the terms of this section, the Disclosing Party will have the right, and in addition to all other remedies available to it at law, in equity or under this Agreement, to affirmative or negative injunctive relief from a court of competent jurisdiction.  Each party acknowledges that a violation of this section would cause irreparable harm and that all other remedies are inadequate. 
   
   B.  Customer is responsible for all use of its account and maintaining the confidentiality of all Customer Security Data.  The Customer hereby covenants that it will not permit the sharing of Customer Security Data and related information by its employees, agents, independent contractors, officers, managers, directors or other affiliated entities; provided, however, that if a Customer Agent leaves the employ of the Customer or transfers to an unrelated position in the Customer's employ, the Customer may designate a replacement Customer Agent.  When selecting Customer Security Data, the Customer shall select unique usernames and such usernames shall not be obscene, defamatory, harassing, offensive or malicious.  PRM reserves the right to inspect all usernames and reassign usernames that it, in its sole discretion, feels to be obscene, defamatory, harassing or malicious.  When selecting passwords, Customer shall select unique, non-obvious passwords with at least five (5) alpha and numeric characters.  PRM reserves the right immediately to suspend the Services at any time if PRM considers that there is or is likely to be a breach of Customer Security Data.
   
    

8. WEBSITE SERVICES: Subject to the terms and conditions of this Agreement, PRM grants to Customer a limited, nontransferable, nonexclusive license for the Customer Agent to access over the Internet and use the Website Services solely to support Customer's normal course of business in suing the Services during the term of this Agreement.  Customer and its Customer Agents shall not, directly or indirectly, license, sell, lease or otherwise transfer the Website Services or access thereto.  Customer agrees to take reasonable efforts to ensure that the Customer Agents adhere to the terms of this Agreement, including without limitation the terms of Sections 7 and 8 hereof.  Exclusive of Customer Confidential Information, PRM shall retain all right, title, and interest (including copyright and other intellectual property rights, or informational rights) relating to the Website Services and the PRM Confidential Information and all legally protectable elements or derivative works thereof.  PRM may place copyright and/or proprietary notices, including hypertext links, within the Website Services, and Customer shall not remove or alter such notices.
   
    

9. TRANSPORTATION SERVICES:  Customer agrees and acknowledges that additional charges may be added to the fees for Transportation Services as set forth in the Service and Fee Schedule if Customer Records cannot be transported in the customary manner by elevator from a reasonably accessible location.   PRM will waive the fees for a transportation Order if service time for such Order exceeds the requested service time; provided, however, that (a) Customer’s requested service time is within the available service time frames set forth on the Service and Fee Schedule; and (b) the Order does not exceed the maximum item amounts for such requested service time as listed in the Service and Fee Schedule.
    
    

10. DESTRUCTION OF RECORDS:  Notwithstanding any term to the contrary contained herein, Orders requesting destruction of Customer Records must be submitted (i) as set forth in Sections 1(B)(ii) or (iii) hereof; and (ii) by a person who, according to PRM’s then-current records, belongs to a Security Group including such authority.  Customer agrees and acknowledges that, upon receipt of a properly submitted Order for destruction, PRM shall be authorized to destroy the Customer Records listed in such order. Customer hereby releases PRM from any and all liability arising out of or related to PRM’s destruction of Customer Records pursuant to an Order for the same ordered by a Customer Agent as set forth herein. 
    
     

11. CUSTOMER’S TITLE WARRANTY:  Customer warrants and represents that it is the legal owner or legal custodian of all Customer Records stored and has full authority to enter into this Agreement and to store Customer Records in accordance with the terms of this Agreement.   Customer warrants and represents that Customer Records will not include or contain any highly flammable, explosive, toxic, hazardous, dangerous, illegal or unsafe substances or subject matter.   PRM reserves the right to open and inspect any and all Customer Records prior to accepting such records for storage.  
    
     

12. INDEMNIFICATION:  
    A.  Customer will indemnify, defend, and hold PRM harmless from and against any and all costs, liabilities, losses and expenses, (including, but not limited to, reasonable attorneys' fees) payable to a third party (collectively “Losses”) resulting from any claim, suit, action or proceeding brought by any third party (each an “Action”) against PRM: (i) alleging the infringement or misappropriation of any intellectual property right, including but not limited to copyright, trade secret and trademark rights, relating to Customer's Confidential Information; (ii) Customer’s breach of its obligations pursuant to Sections 7, 8 and 11 hereunder; (iii) PRM’s destruction of Customer Records in accordance with the provisions of Section 10 hereof; or (iv) Customer’s gross negligence or willful misconduct.  Customer's indemnification obligation hereunder shall be subject to (1) receiving prompt written notice of the existence of any Action; (2) being able to, at its option, control the defense of such Action; (3) permitting PRM to participate in the defense of any Action, at PRM’s expense; and (4) receiving full cooperation of PRM, at Customer’s expense, in the defense thereof; provided, however, that Customer shall not settle any Action without the prior written consent of PRM unless (x) Customer obtains a full release for PRM of all claims and liability; (y) such settlement does not require PRM to take or refrain from taking any action; and (z) does not include any admission of liability or wrongdoing by or on behalf of PRM.
    
    B.  PRM will indemnify, defend, and hold Customer harmless from and against any and all Losses resulting from any Action against Customer:  (i) alleging the infringement or misappropriation of any intellectual property right, including but not limited to copyright, trade secret and trademark rights, relating to PRM's Confidential Information; (ii) PRM’s breach of its obligations pursuant to Section 7 hereunder; or (iii) PRM’s gross negligence or willful misconduct.  PRM's indemnification obligation hereunder shall be subject to (1) receiving prompt written notice of the existence of any Action; (2) being able to, at its option, control the defense of such Action; (3) permitting Customer to participate in the defense of any Action, at Customer’s expense; and (d) receiving full cooperation of Customer, at PRM’s expense, in the defense thereof; provided, however, that PRM shall not settle any Action without the prior written consent of Customer unless (x) PRM obtains a full release for Customer of all claims and liability; (y) such settlement does not require Customer to take or refrain from taking any action; and (z) does not include any admission of liability or wrongdoing by or on behalf of Customer.
    
     

13. FORCE MAJEURE:  PRM SHALL NOT BE LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR FOR THE DAMAGES OR DESTRUCTION OF ANY CUSTOMER RECORDS CAUSED, DIRECTLY OR INDIRECTLY, BY ANY CAUSE BEYOND PRM’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, FIRE, FLOOD, EARTHQUAKE, THE ELEMENTS, OR OTHER SUCH OCCURRENCES; LABOR DISPUTES, STRIKES OR LOCKOUTS; WARS, ACTS OF TERRORISM, RIOTS OR CIVIL DISORDER; ACCIDENTS OR UNAVOIDABLE CASUALTIES; POWER INTERRUPTIONS OR OUTAGES; INTERRUPTIONS OF OR DELAYS IN TRANSPORTATION OR COMMUNICATIONS FACILITIES OR SERVICES; ANY INABILITY TO OBTAIN OR RETAIN ANY REQUISITE LICENSE, PERMIT OR AUTHORIZATION; OR DECISIONS OR REQUIREMENTS, WHETHER VALID, INVALID, FORMAL OR INFORMAL, OF ANY GOVERNMENT, AGENCY, BOARD OR OFFICIAL.  
    
     

14. LIABILITY AND DAMAGES:  
    A.  EXCEPT FOR LOSS, DAMAGE OR DESTRUCTION TO CUSTOMER RECORDS, WHICH IS SUBJECT TO LIQUIDATED DAMAGES AS SET FORTH IN SECTION 14(B) HEREOF, IN NO EVENT SHALL PRM BE LIABLE FOR ANY AMOUNT IN EXCESS OF AMOUNTS PAID UNDER THIS AGREEMENT DURING THE TWELVE- (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY HEREUNDER.   
    
    B.  CUSTOMER AGREES AND ACKNOWLEDGES THAT PRM DOES NOT INSURE ANY CUSTOMER RECORDS AGAINST LOSS, DAMAGE OR DESTRUCTION, HOWEVER CAUSED.  EXCEPT AS MAY BE AGREED TO IN A SEPARATE WRITING SIGNED BY THE PARTIES, PRM’S LIABILITY, IF ANY, FOR ANY LOSS OR DAMAGE, HOWEVER CAUSED, INCLUDING NEGLIGENCE ON THE PART OF PRM OR ITS EMPLOYEES AND/OR AGENTS, TO PART OR ALL OF CUSTOMER RECORDS SHALL EQUAL $2.00 PER CARTON IN WHICH SUCH LOST, DAMAGED OR DESTROYED CUSTOMER RECORDS WERE LOCATED. CUSTOMER MAY, AT ITS SOLE OPTION AND EXPENSE, INSURE CUSTOMER RECORDS THROUGH THIRD PARTY INSURERS FOR AMOUNTS IN EXCESS OF THIS LIMITATION OF LIABILITY. THE PARTIES UNDERSTAND AND AGREE THAT ACTUAL DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO ASCERTAIN IN THE EVENT THAT LOSS OR DAMAGE TO THE CUSTOMER RECORDS SHOULD OCCUR, AND THAT THE AMOUNTS SPECIFIED HEREIN ARE REASONABLE ESTIMATIONS OF THE PROBABLE LOSS THAT WOULD BE SUSTAINED BY CUSTOMER BY REASON OF SUCH LOSS OR DAMAGE AND ARE NOT PENALTIES OR FORFEITURES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL PRM BE LIABLE FOR ANY DAMAGE OR LOSS TO ANY CUSTOMER RECORDS DUE TO NORMAL DETERIORATION AND AGING OF SUCH RECORDS;
    C.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL PRM BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,  SPECIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF INFORMATION, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE;
    
     

15. NOTICE OF CLAIM AND FILING SUIT:   
    A.  CLAIMS BY THE CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE PRESENTED IN WRITING TO PRM WITHIN A REASONABLE TIME, BUT IN NO EVENT MAY A CLAIM BE PRESENTED TO PRM MORE THAN SIXTY (60) DAYS AFTER (I) THE DATE OF DELIVERY OR RETURN TO THE CUSTOMER OF THE AFFECTED CUSTOMER RECORDS; OR (II) THE EFFECTIVE DATE OF THE LOSS NOTICE (AS DEFINED HEREAFTER), WHICHEVER OCCURS FIRST.  IF, DURING THE TERM OF THIS AGREEMENT, PRM DISCOVERS THAT CUSTOMER RECORDS HAVE BEEN LOST, DAMAGED OR DESTROYED AND CANNOT BE DELIVERED OR RETURNED TO THE CUSTOMER, PRM SHALL GIVE NOTICE OF SUCH LOSS TO CUSTOMER AS SET FORTH IN SECTION 16(A) OR (B) OF THIS AGREEMENT (THE “LOSS NOTICE”).
    
    B.  NO ACTION OR SUIT MAY BE MAINTAINED BY THE CUSTOMER OR OTHERS AGAINST PRM FOR LOSS, DAMAGE OR DESTRUCTION OF THE RECORDS STORED BY PRM PURSUANT TO THIS AGREEMENT, UNLESS TIMELY WRITTEN CLAIM HAS BEEN GIVEN AS PROVIDED IN SECTION 15(A) , AND UNLESS SUCH ACTION OR SUIT IS COMMENCED WITHIN NINE (9) MONTHS AFTER (I) THE DATE OF DELIVERY OR RETURN TO THE CUSTOMER OF THE AFFECTED CUSTOMER RECORDS BY PRM; OR (II) THE EFFECTIVE DATE OF THE LOSS NOTICE, WHICHEVER OCCURS FIRST.  FAILURE TO BRING SUIT OR MAKE A CLAIM WITHIN THE TIME ALLOWED BY THIS SECTION SHALL BE DEEMED A WAIVER TO ANY AND ALL RIGHTS OF THE CUSTOMER AGAINST PRM.
    
     

16. NOTICES:  Except as otherwise provided herein, Any and all notices, demands or other communications made pursuant to this Agreement shall be in writing and shall be deemed to have been validly given or made to another party (a) the day of delivery if personally served or if sent by a nationally-recognized express courier service; (b) three (3) days after mailing if mailed by first class mail, registered or certified, postage prepaid, and addressed as specified; (c) when transmitted if sent by facsimile to the number listed above, provided that a confirmation of transmission is produced by the sending machine and a copy of such facsimile is sent by other means specified in this Section 16.  Notices must be given or made at the addresses or facsimile number set out on the first page of this Agreement until written notice of a change of address has been provided as set forth in this Section 16. 
    
     

17. NO WAIVER OR AMENDMENT:  All modifications, amendment or waivers of this Agreement or any provision hereof must be in writing and signed by the parties.  Any waiver or failure by PRM to enforce any provision of this Agreement or to insist on strict compliance hereof on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  
    
     

18. SEVERABILITY:  If one or more of the provisions of this Agreement is found to be invalid, void, or unenforceable in any respect, such provision shall be deemed to be severed from this Agreement and the validity, legality, and enforceability of the remaining provisions herein shall not in any way be affected or impaired.
    
     

19. ENTIRE UNDERSTANDING:  This Agreement, together with any and all Exhibits attached hereto, embodies the entire Agreement between PRM and Customer, and any and all prior negotiations, understandings or agreements are hereby terminated and canceled in their entirety and are of no further force and effect.
    
     

20. ASSIGNMENT:  Either party may assign this Agreement in whole, but not in part, upon giving the other party thirty (30) days prior written notice of such assignment; provided, however, that the assignee agrees in writing to assume all obligations of the assigning party hereunder.  Any assignment or attempted assignment contrary to this Section 20 will be a material breach of this Agreement and such assignment will be null and void.  
    
     

21. INDEPENDENT CONTRACTORS: Each party is and shall at all times remain an independent contractor as to the other, and nothing in this Agreement is intended, or shall be construed, to constitute one party as an agent or partner of the other.  In no event shall either party be deemed to act as the agent or legal representative of the other party, either express or implied; nor shall either party have the express or implied right or power to act for or enter into any agreement on behalf of the other party or to otherwise bind the other party.  As an independent contractor, each party shall be entitled to employ such personnel as it shall desire, on such terms as it shall deem appropriate, and to utilize such personnel in carrying out its obligations under this Agreement.  Such personnel shall at all times and for all purposes be employees, independent contractors or agents of the party, and nothing in this Agreement is intended or shall be construed to make such personnel employees or agents of the other party.
    
     

22. INTERPRETATION:  The headings in this Agreement are for convenience only and shall not affect interpretation hereof.  Any references in this Agreement to a statute or a provision thereof shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.  Words in the singular shall include the plural and vice versa.  References to a “person” shall include any individual, firm, unincorporated association or corporate entity.  References in this Agreement to Sections and Exhibits shall be to sections of and the schedules to this Agreement.  Wherever the words “including”, “include”, “includes” or “included” are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires.  Except as expressly set forth in Section 14(B), no right or remedy conferred by this Agreement is exclusive of any other right or remedy conferred herein or by law or in equity; rather, all of such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time.
    
     

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the state of Georgia, without regard to any conflict of laws rules or analysis.  Each party agrees that the exclusive venue and jurisdiction for all actions relating to this Agreement shall be in the superior or state courts of Gwinnett County, Georgia.  Each party hereby consents and submits to the personal jurisdiction of such courts and waives any objection to venue or jurisdiction based on forum non conveniens or otherwise.  
    
     

24. READ AND UNDERSTOOD:  Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms.
    
     

25. COUNTERPARTS:  This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.  
    
    
    IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the date first written above.
    
     

    PRM: PROFESSIONAL RECORDS MANAGEMENT, INC., a Georgia corporation

    CUSTOMER:__________________________________________

    
    
    
    
    By: _________________________________                                                       By: ___________________________________ 
    
    
    Title: _______________________________                                                       Title:  _________________________________
    
    
    Date: _______________________________                                                       Date: __________________________________
    
    
     

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EXHIBIT A
[Customer] 
Service Description & Fee Schedule Effective October 1, 2008
PRM Regular Business Hours Are 8:00 AM – 5:00 PM Monday – Friday
 

Send the completed form to:  Fax – 678-388-1467 or E-Mail:  WorkOrders@PRMatlanta.com