Business Document Duplicate

BUSINESS DOCUMENT DUPLICATE AGREEMENT

This Business Document Duplicate Agreement (the Agreement) is entered into as of by and between:

Client Name:

Provider Name:

RECITALS

WHEREAS, Client possesses original business records, corporate instruments, agreements, or other business documents described below that Client requires duplicates of for business continuity, regulatory compliance, or recordkeeping; and

WHEREAS, Provider is duly capable of producing certified duplicates, reproductions, or verifiable electronic copies that conform to industry standards and agrees to reproduce such documents under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, delivery, and certification of duplicates.

DOCUMENTS TO BE DUPLICATED

Number of Copies Requested:    Format of Duplicates: Hardcopy Electronic (PDF) Certified Copy

SCOPE OF WORK

Provider shall, in a commercially reasonable manner, reproduce the described original documents and deliver duplicates to Client in the selected format(s). Provider's duties shall include any required certification, attestation of authenticity, redaction of privileged information at Client instruction, and secure handling of originals during reproduction.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for Provider's services. All fees are exclusive of any applicable taxes unless otherwise stated.

Invoices are payable within days of invoice date. Overdue amounts shall accrue the stated late fee and Provider may suspend performance until amounts past due are cured.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the Completion Date unless earlier terminated as provided herein.

Start Date:    Completion/End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within after receipt of written notice specifying the breach.

Upon termination, Provider shall, at Client's direction, return originals and any confidential materials and shall deliver all completed duplicates and work in progress for which Client has paid. Payment obligations for services performed prior to termination shall survive termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" includes the originals, contents of the originals, business information, and any non-public data disclosed for the purpose of duplication. The receiving party shall (a) maintain confidentiality using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than this Agreement.

Confidential Information does not include information that is: in the public domain without breach; rightfully known prior to disclosure; independently developed; or required to be disclosed by law or court order, provided the disclosing party is given prompt notice and a reasonable opportunity to seek protective relief.

REPRESENTATIONS AND WARRANTIES

Client represents that it is entitled to authorize Provider to reproduce the listed originals and that providing duplicates to Client will not violate the rights of any third party. Provider represents that duplicates will be produced with reasonable skill and care and, where certified copies are requested, Provider will apply its standard certification attestation.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, indirect, special, or punitive damages. Provider's aggregate liability for claims arising out of this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and accepted work orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notices shall be effective upon receipt.

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