Business Duplicate Service Agreement

BUSINESS DUPLICATE SERVICE AGREEMENT

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client requires professional duplication services for certain business records, documents, digital files, or other media and desires to retain Service Provider to perform such duplication services on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, equipment, and personnel to perform duplication services in a secure and reliable manner and is willing to provide such services to Client under the terms of this Agreement; and

WHEREAS, the parties agree that duplicates produced under this Agreement shall be treated as confidential and retained or delivered in accordance with this Agreement's terms.

SCOPE OF WORK

Service Provider shall provide duplication services as described below and in any written work orders or purchase orders referencing this Agreement. Services shall include but are not limited to file intake, verification, duplication, quality inspection, labeling, and delivery or electronic transfer as specified by Client.

PAYMENT TERMS

Client shall pay Service Provider for all services rendered under this Agreement in accordance with this Payment Terms section. Fees stated are exclusive of applicable taxes unless otherwise stated.

Invoices issued by Service Provider are due according to the schedule above. Unpaid amounts not received within days of invoicing shall incur a late fee of on the outstanding balance, compounded monthly to the maximum extent permitted by law.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice. Termination does not relieve Client of its obligation to pay for services performed and costs reasonably incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non‑public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business records, customer lists, files, and any duplicated materials.

Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party to allow seeking protective measures.

Upon termination or expiration of this Agreement, Receiving Party shall, at Disclosing Party's election, return or destroy all Confidential Information and certify in writing the return or destruction. Nothing in this Agreement limits a party's right to seek injunctive or other equitable relief to prevent or remedy a breach.

LIABILITY; INSURANCE; COMPLIANCE

Each party shall maintain insurance appropriate to its obligations under this Agreement. Service Provider shall exercise reasonable care in performing duplication services but is not liable for loss or damage to original materials that existed prior to receipt or that arise from Client's failure to disclose relevant risks. Except for willful misconduct or gross negligence, neither party's liability to the other for any claim arising under this Agreement shall exceed the fees paid by Client to Service Provider under this Agreement for the specific services giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below, without regard to its conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, schedules, and written work orders executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing in accordance with this Section. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the parties' intent. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms.

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