2. STORAGE/SERVICE – Depositor shall pay FileSafe in advance monthly for the term of this contract for the storage, electronic and/or physical, and in arrears for the services as defined in and at a price to be agreed upon as set forth in Exhibit “A” attached for which may from time to time be performed by FileSafe at the request of the Depositor, such charges to be due and payable upon receipt of invoices.

3. OWNERSHIP/WARRANTY – All items stored with FileSafe by the Depositor under this Agreement shall be and remain the property of the Depositor. All FileSafe proprietary electronic data will remain the property of FileSafe. The items stored may be accessed and/or returned to the Depositor upon request by one of the Depositor’s authorized representatives named in Exhibit “B” or named in any subsequent written authorization received from the Depositor. FileSafe shall recognize no such additional authorized representatives until such newly designated representative has furnished a signature for the Depositor’s Authorization List. Depositor warrants that the Depositor has full authority to control and store any items stored under this Agreement or under any extension hereof or amendments hereto, and warrants that the Depositor will not store items belonging to others except by written agreement with FileSafe.

4. ACCESS TO STORED MATERIAL – (A) Stored material and information contained in said stored material shall be delivered only to Depositor’s authorized representative.  Depositor represents that the authorized representative has full authority to order any service for or removal of the stored material and to deliver and receive such.  Such order may be given in person, by telephone, or in writing. (B) When stored material are ordered out, a reasonable time defined as those time periods reflected on Exhibit “A”, shall be given to FileSafe to carry out said instructions; and if it is unable to do so (or to provide any other service herein contemplated) because of acts of God or public enemy, seizure or legal process, strikes, lockout, riots and civil commotions, or other reason beyond FileSafe’s control or because of loss or destruction of goods for which FileSafe is not liable, or because of any other excuse provided by law, FileSafe shall not be liable for failure to carry out such instructions or services.  (C) FileSafe reserves the right to deny access to or delivery of stored materials until such time as Depositor has cured any default under this Agreement.  (D) Authorized representatives of Depositor shall have the right at reasonable times and upon reasonable notice to examine the media and/or records and compilations of data of FileSafe, which pertain to the performance of the provisions of the Agreement.

5. HAZARDOUS OR ILLEGAL ITEMS – Depositor agrees that it shall in no event store any materials    or substance which are defined as “hazardous” under CERCLA or other similar federal, state or municipal laws or ordinance or regulations and additionally, shall in no event store any items which are contraband or illegal or otherwise prohibited by applicable law or ordinance nor shall Depositor use the facilities for such purpose.

6. DECLARATION OF VALUE – Depositor agrees to a maximum released valuation of $1.00 per container of records storage and/or $10.00 per computer tape/cartridge in the vault.  Any value in excess of $1.00 per container or $10.00 per computer tape/cartridge must be covered by insurance purchased directly by Depositor.  Any value in excess of $1.00 per container or $10.00 per computer tape/cartridge is solely the responsibility of the Depositor.

7. LIMITATION OF LIABILITY – Depositor’s records are not insured by FileSafe for the benefit of Depositor or any person that may have an interest in such property.    FileSafe assumes no liability for loss or injury to Depositor’s records and Depositor’s records are stored at Depositor’s risk of loss or damage unless such damage or loss is caused by FileSafe’s failure to exercise the degree of care required by law.  If FileSafe’s failure to exercise the degree of care required by law causes loss or damage to Depositor’s records, or any consequential or incidental loss, FileSafe’s liability for all loss and damage whatsoever shall be limited to $1.00 per container, Depositor’s declared value set forth in paragraph 7 “Declaration of Value”.  By written agreement, FileSafe’s liability for loss or damage to Depositor’s records may be increased, in which event the storage charge will be increased commensurate with the increased liability.  Depositor waives and releases any claim against FileSafe on account of loss or damage to any items not listed as Depositor’s records on the deposit receipt, whether such loss or damage was due or clamed to be due to FileSafe’s negligence or the negligence of its officer agents or employees.

8. DELIVERY – FileSafe may agree from time to time to transport items stored under this Agreement to or from its facilities if so requested by Depositor, at rates and services contained in Exhibit “A”. All references herein to the limitations on FileSafe’s liability for items stored under this Agreement shall be applicable whether the alleged damage or loss occurs while the items are in storage in FileSafe facilities or in the process of being transported to or from such facilities.

9. TERMINATION/CANCELLATION – If a Depositor terminates or cancels Service after Service has been initiated, but before the completion of the Term for any reason, the Depositor agrees to pay to FileSafe termination liability charges, as defined below.  These charges shall become due and owing as of the effective date of the cancellation or termination.  The Depositor’s termination liability for cancellation of service shall be equal to:  (A) all unpaid and waived non-recurring charges reasonably expended by FileSafe as well as all costs incurred by FileSafe to establish service to the Depositor, including, without limitation, any installation costs; plus (B) all recurring charges for the balance of the then current term discounted at the prime rate announced in the Wall Street Journal on the third business day following the date of cancellation;  (C) all permanent removal fees and associated charges listed in “Exhibit A”.  Notwithstanding any other provision in this Agreement, either Depositor or FileSafe may cancel this Agreement at any time upon 60 days written notice to the other for “cause”.

10. NON-PAYMENT - (A) If Depositor fails to pay charges of FileSafe for a period of 30 days after invoice, Depositor agrees to pay a late charge of 1.5% per month.  FileSafe may suspend all services and refuse access to any Depositor for any accounts unpaid for 60 days.  (B) If Depositor fails to pay charges for 120 days, FileSafe may, at its option, after giving notice by registered mail, either destroy the deposits, or return them to Depositor contingent upon payment of all outstanding charges including removal; all without liability of FileSafe to the Depositor.  (C) FileSafe claims a lien against Depositor’s records for all charges and for expenses necessary for preservation of the deposits or reasonably incurred in their disposal.  FileSafe may enforce its lien in any manner provided by law.

11. CONFIDENTIALITY – FileSafe and its employees will hold confidential all information obtained by them in respect to Depositor and Depositor’s records. Also, FileSafe shall exercise that degree of care in safeguarding documents entrusted to it by Depositor which a reasonable and careful company would exercise with respect to similar records of its own, provided that the maximum liability of FileSafe to Depositor shall be limited as stated in Paragraph 7 “Declaration of Value”.

12. INDEMNIFICATION – The Depositor agrees to fully indemnify and hold harmless FileSafe, its officers, employees and agents, for any liability, costs or expense, including reasonable attorneys' fees, that FileSafe may suffer or incur as a result of claims, demands, costs or judgments against it arising out of the negligence of the Depositor in relation to Depositor's obligations pursuant to this Agreement.  Likewise, FileSafe agrees to fully indemnify and hold harmless Depositor, its officers, employees and agents, for any liability, costs, or expense, including reasonable attorneys' fees, that Depositor may suffer or incur as a result of claims, demands, costs, or judgments against it arising out of the negligence of FileSafe in relation to FileSafe's obligations pursuant to this Agreement.

13. TERMS HEREAFTER ADDED – All terms and conditions of this Agreement shall apply to any items hereafter stored at FileSafe by Depositor.

14. AMENDMENTS – All amendments, supplements, modifications, or waivers relative to this Agreement must be in writing and duly signed by authorized representatives of Depositor and FileSafe.

15. ESCALATION CLAUSE – After two years, rates included in Exhibit "A" will be subject to annual adjustment by FileSafe, provided that any rate increase will not exceed the current consumer price index for inflation ("CPI"), plus 1 %, and provided that FileSafe will provide at least 60 days notice to Depositor prior to implementing such increase.