Legal Duplicate Terms Agreement

Legal Duplicate Terms Agreement

This Legal Duplicate Terms Agreement (the Agreement) is made effective as of Day Month Year by and between Party A: , Entity Type: Individual Corporation LLC , with principal address ; and Party B: , Entity Type: Individual Corporation LLC , with principal address (each a Party and collectively the Parties).

Recitals

WHEREAS, the Parties have contemplated the creation, distribution, storage and use of duplicate originals, certified copies, or reproduced versions of certain documents identified below (Collective Documents); and

WHEREAS, the Parties desire to set forth the terms, procedures and legal effect governing such duplicates, including identification of authorized duplicative instruments, custody, evidentiary effect, and limitations on distribution and use;

WHEREAS, the Parties intend that properly executed duplicates made in accordance with this Agreement shall be enforceable and treated as originals for all legal purposes as provided herein.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms have the following meanings:

"Duplicate Copy" means any duplicate original, certified copy, reproduction (electronic or physical), facsimile, or counterpart that reproduces the substance of an original document in whole or in part and is created in accordance with Section 2 of this Agreement.

"Authorized Duplicate" means a Duplicate Copy that bears the signatures, seals, certifications or attestations required by this Agreement and any applicable law and is created or approved by the duly authorized representative designated in writing by a Party.

"Collective Documents" means the documents described as follows:

2. Grant of Authority to Create Duplicates

Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party a non-exclusive right to prepare Authorized Duplicates of the Collective Documents for the purposes expressly set forth in this Agreement. An Authorized Duplicate shall only be effective if prepared, executed and certified in accordance with the procedures set forth in Section 3 and by an authorized representative identified in writing to the other Party.

3. Form, Authentication and Number of Duplicates

Each Authorized Duplicate shall be affixed with authentication evidencing its status, which may include a handwritten or digital signature, corporate seal, notarization, or other attestation agreed by the Parties. The Parties agree that the maximum number of authorized duplicates for the Collective Documents is unless otherwise agreed in writing.

4. Effect and Admissibility

Properly executed Authorized Duplicates shall, notwithstanding the medium of reproduction, be admissible in evidence and given the same legal effect and enforceability as the original document(s) they reproduce, provided that authenticity is demonstrated by a certification or attestation permitted by this Agreement or applicable law.

5. Custody, Control and Recordkeeping

The Party creating or storing Authorized Duplicates shall maintain contemporaneous records sufficient to demonstrate chain of custody, identity of the person creating the duplicate, date of creation, method of reproduction, and any certifications or attestations attached to each duplicate. Such records shall be retained for a period of from the date of creation unless a longer period is required by applicable law.

6. Security and Confidentiality

Each Party shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect the confidentiality, integrity and availability of Authorized Duplicates against unauthorized access, disclosure, alteration or destruction. Unauthorized reproduction, distribution or disclosure of Confidential Information contained in any Duplicate Copy shall constitute a material breach of this Agreement.

7. Use and Distribution Restrictions

Unless expressly permitted in writing by the Party that owns or controls the original, Authorized Duplicates shall be used solely for the following permitted purposes:

Any reproduction, distribution or use of a Duplicate Copy for a purpose not expressly permitted shall require prior written consent of the Party that controls the original and may be subject to injunctive relief and damages.

8. Representations and Warranties

Each Party represents and warrants that it has full corporate or individual power and authority to enter into and perform under this Agreement, that the execution and delivery of Authorized Duplicates will not violate any law or contract binding on such Party, and that to the best of its knowledge no Duplicate Copy will contain materially false or misleading statements.

9. Indemnification

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from unauthorized creation, distribution or use of Duplicate Copies by the Indemnifying Party or its agents, except to the extent such claims arise from the Indemnified Party's own gross negligence or willful misconduct.

10. Limitation of Liability

Except for breach of confidentiality, fraud, willful misconduct, or indemnification obligations herein, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages. The aggregate liability of each Party arising from this Agreement shall not exceed the greater of actual direct damages or .

11. Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated as provided herein, will remain in effect for a period of (Term). Either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party for material breach that remains uncured at the expiration of such period.

12. Notices

All notices, requests, demands and other communications 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 notice in accordance with this Section.

13. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both Parties. A waiver of any breach shall not constitute a waiver of any other breach. 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.

14. Governing Law

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

15. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral, relating to the creation, custody, distribution and legal effect of Duplicate Copies.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a tribunal of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the fullest extent permitted by law.

Acknowledgment of Authority

Each Party warrants that the person signing below is authorized to execute and deliver this Agreement on behalf of such Party and to bind such Party to the terms and conditions contained herein.

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