Business Plan Duplication

BUSINESS PLAN DUPLICATION AGREEMENT

This Business Plan Duplication Agreement (the "Agreement") is made and entered into as of by and between the parties identified below.

RECITALS

WHEREAS, Client Name: possesses certain confidential business planning materials and desires duplication services; and

WHEREAS, Provider Name: is engaged in the business of reproducing documents and is willing to duplicate the Client's business plan under the terms set forth herein; and

WHEREAS, the parties wish to define the scope, payment, confidentiality, and other terms applicable to the duplication work described below.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider will duplicate Client's business plan as described below. Deliverables include the number, format, and any finishing required. Provider will perform duplication in a professional manner consistent with industry standards.

Printed copies    Bound    PDF (digital)    Other:

PAYMENT TERMS

Client shall pay Provider as compensation for services according to the schedule below. All amounts are payable in lawful money of the United States unless otherwise agreed in writing.

Unpaid amounts shall bear interest at the rate of or the maximum allowed by law, whichever is less. In addition, Client shall pay reasonable collection costs, including attorneys' fees, for overdue balances.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: or until completion of the Services.

Either party may terminate this Agreement for convenience upon written notice delivered no less than days prior to the effective termination date. Termination for cause may occur immediately upon written notice if a material breach is not cured within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Provider acknowledges that Client's business plan and all associated materials are Confidential Information. Provider shall (a) use Confidential Information solely for the purpose of performing this Agreement, (b) not disclose Confidential Information to third parties except to employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement, rightfully received from a third party without restriction, or independently developed by Provider without use of Client's Confidential Information.

Upon termination or at Client's request, Provider shall promptly return or destroy all copies of Confidential Information and provide written certification of such return or destruction within a commercially reasonable time.

INTELLECTUAL PROPERTY AND USE RESTRICTIONS

Client retains all right, title and interest in and to the business plan and any intellectual property therein. Provider is granted a limited, non-exclusive right to reproduce the materials solely as necessary to perform the Services. Provider shall not assert ownership in any Client material nor use Client materials for any purpose other than fulfilling the obligations under this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of its breach of this Agreement, negligence, or willful misconduct. Provider's indemnification obligations shall include claims arising from unauthorized use or disclosure of Client's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for any dispute arising under this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign its rights to a successor entity in connection with a merger or sale of substantially all of its assets.

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