Memory Document Template

MEMORY DOCUMENT TEMPLATE

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client desires to preserve personal recollections, oral histories, and related materials (collectively, the "Memory Materials") in a written, recorded, or multimedia Memory Document; and

WHEREAS, Provider is engaged in preparing, editing and delivering Memory Documents and will perform services to capture and assemble the Memory Materials in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Provider shall perform the services described below and any related tasks reasonably necessary to prepare the final Memory Document in the form agreed by the parties.

Deliverables include final Memory Document in the format selected by Client, and any agreed ancillary materials such as audio/video recordings, transcripts, or printed copies. Delivery method and file formats will be specified in the Scope of Work above.

Payment Terms

Client shall pay Provider the total fees set forth below in exchange for Provider's performance of the services described in this Agreement.

All sums are due in lawful currency. Client shall reimburse Provider for reasonable out-of-pocket expenses approved in advance. Unpaid amounts bear interest at the rate set forth in the Late Fee field above or the maximum rate permitted by law, whichever is lower.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate for material breach if such breach remains uncured for the notice period above after written notice. Provider may suspend services if Client fails to pay fees when due. Upon termination, Client shall pay Provider for all work performed and reasonable wind-down costs to the termination date.

Confidentiality

Provider shall maintain as confidential all Memory Materials and any non-public information disclosed by Client in connection with this Agreement and shall not disclose such information except as authorized in writing by Client or as required by applicable law. Provider shall use no less than reasonable care to protect confidential information and shall limit access to employees or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.

Provider shall not publish, share or otherwise distribute Memory Materials for marketing, promotional or third-party research uses without Client's prior written consent. If Client expressly authorizes anonymized excerpts, Provider may use such excerpts provided that identifying information is removed and consent is documented in writing.

Intellectual Property and Use

Unless otherwise agreed in writing, Client retains ownership of the underlying Memory Materials. Provider retains ownership of any original editorial contributions, formatting, and production elements contributed by Provider, subject to a perpetual, non-exclusive license to Client to use the final Memory Document for personal, familial and non-commercial purposes. Any commercial use by Client or third parties requires prior written agreement and may be subject to additional fees.

Representations, Warranties and Indemnification

Each party represents that it has the authority to enter this Agreement and that its performance will not violate rights of third parties. Client warrants that Client has the right to provide the Memory Materials and to authorize their use as contemplated by this Agreement. Client shall indemnify and hold Provider harmless from claims arising from Client's breach of those warranties or from content provided by Client that infringes third-party rights.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, neither party will be liable to the other for consequential, incidental, special, or punitive damages, and Provider's aggregate liability shall not exceed the total fees paid by Client under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation before initiating litigation.

Entire Agreement

This Agreement, including the Scope of Work and any exhibits or written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Miscellaneous

Any amendment to this Agreement must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

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