Business Guide Duplication Proposal

Business Guide Duplication Proposal

Proposal Number:     Proposal Date:

Parties

Provider Name:

Client Name:

Recitals

WHEREAS, Provider is engaged in the business of reproducing and formatting printed and electronic business guides and has the facilities, personnel and expertise necessary to perform duplication services for business publications; and

WHEREAS, Client desires to engage Provider to duplicate Client's business guide titled "" in accordance with the scope, schedule and pricing set forth in this Proposal; and

WHEREAS, Provider and Client intend for this Proposal to set forth the terms and conditions under which duplication services will be provided.

Scope of Work

Number of final printed copies:

Pages per guide:     Binding/finish:

Print - Full Color    Print - Black & White    Digital - PDF    Digital - ePub

Payment Terms

Total Project Price: $

Deposit: of total due within days of acceptance.

Balance due upon completion and prior to delivery or within days of invoice.

Late Payment Fee: . Client shall be responsible for reasonable collection costs and interest on overdue amounts as provided herein.

Term and Termination

Effective Date: . Expected completion date:

Either party may terminate this Proposal for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice. Client shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination.

Either party may terminate without cause by providing days' prior written notice. In the event of termination without cause, Client shall pay Provider for work completed and non‑cancelable commitments made on behalf of Client.

Confidentiality

Each party shall maintain in confidence all non‑public information disclosed by the other party in connection with this Proposal and shall not use or disclose such information except as necessary to perform its obligations hereunder or as required by law. Confidential information does not include information that is or becomes generally available to the public other than through a breach of this confidentiality obligation.

Intellectual Property and Use

Client represents and warrants that it has all rights necessary to authorize Provider to reproduce the Guide. Client retains ownership of the original content and underlying intellectual property. Provider's duplication of the Guide does not transfer ownership of Client's intellectual property. Provider hereby grants Client a nonexclusive right to reproduce the delivered duplicates for Client's internal distribution consistent with the quantities and formats ordered.

Warranties; Limitation of Liability

Provider warrants that duplication services will be performed in a professional manner consistent with industry standards. Except as expressly set forth herein, all other warranties are disclaimed. Neither party will be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability for claims arising from or related to this Proposal shall not exceed the total amounts paid by Client to Provider under this Proposal.

Governing Law

This Proposal and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

Entire Agreement

This Proposal, together with any referenced attachments and accepted order forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance

To accept this Proposal, Client must sign below where indicated. Acceptance constitutes a binding agreement upon the terms set forth herein.

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