Duplicate Contract Agreement

DUPLICATE CONTRACT AGREEMENT

This Duplicate Contract Agreement (the Agreement) is made and entered into as of , by and between Client Name: with principal address: , and Second Party Name: with principal address: .

RECITALS

WHEREAS, the parties entered into an original written agreement titled dated , (the Original Contract);

WHEREAS, the parties require a duplicate copy of the Original Contract to replace a lost, destroyed, or otherwise unavailable original document and to evidence the parties' mutual obligations under the Original Contract; and

WHEREAS, the parties desire to record the terms under which a duplicate contract shall be issued, certified, and relied upon as though it were the Original Contract.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth below. "Duplicate" means a contemporaneous copy of the Original Contract issued pursuant to this Agreement and bearing the signatures and attestations specified in Section 3. "Issuing Party" means the party responsible for preparing and delivering the Duplicate as designated in Section 2.

2. REQUEST FOR DUPLICATE

A party seeking issuance of a Duplicate shall submit a written request to the other party stating the reason for the request. Reason for request:

3. ISSUANCE, CERTIFICATION AND EFFECT

Upon receipt of a request under Section 2, the Issuing Party shall prepare a Duplicate that faithfully reproduces the terms of the Original Contract and shall:

(a) endorse on the face of the Duplicate a certification that it is a true duplicate of the Original Contract; (b) include the date of issuance and the name and title of the certifying officer or authorized representative; and (c) deliver the Duplicate to the requesting party via the delivery method agreed in writing by the parties.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the Original Contract was validly executed and remains in full force and effect except as otherwise disclosed in writing; and (c) the issuance of a Duplicate in accordance with this Agreement will not constitute a breach of, or default under, any other agreement to which such party is bound.

5. CONSIDERATION

The parties acknowledge that the mutual promises contained in this Agreement constitute adequate consideration for the issuance and acceptance of the Duplicate. If a fee is payable for issuance, the amount and payment terms are:

6. DELIVERY; ORIGINALS

Delivery of the Duplicate shall be deemed effective upon receipt by the requesting party. If the Original Contract is later located, the party in possession shall notify the other party promptly and advise whether the Original shall remain in force or be returned to the other party. Unless the parties agree otherwise in writing, the Duplicate, once issued and delivered in accordance with this Agreement, shall have the same legal effect as the Original Contract for all purposes.

7. CONFIDENTIALITY

Each party shall maintain the confidentiality of the Original Contract and any Duplicate to the same extent and with the same standard of care as it accords to its own confidential information, and shall not disclose such documents except as required by law or to legal or financial advisors on a need-to-know basis under confidentiality obligations.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to that party's negligent or willful breach of this Agreement or any misrepresentation made in connection with the issuance of a Duplicate.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until the Duplicate has been issued and all obligations under this Agreement have been satisfied, unless earlier terminated by mutual written consent. Termination shall not relieve any party of liabilities accrued prior to the effective date of termination.

11. NOTICES

All notices, requests, demands and other communications 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 by written notice in accordance with this Section. Notices shall be deemed given upon delivery by personal service, upon confirmed receipt if sent by courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

12. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of that right.

13. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, sale of substantially all assets, or other corporate reorganization provided the assignee assumes all obligations hereunder in writing.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed to be original signatures for all purposes.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with the Original Contract and any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, relating to such subject matter.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be enforced in a manner consistent with the parties' intent as reflected herein.

18. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties acknowledge that they have had the opportunity to consult counsel and that this Agreement shall be interpreted fairly and reasonably.

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