Miscellaneous Duplicate Services Agreement

MISCELLANEOUS DUPLICATE SERVICES AGREEMENT

This Miscellaneous Duplicate Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of producing duplicates, reproductions, and reproducing services for physical and electronic materials; and

WHEREAS, Client requires duplication of certain documents, media, or other materials and desires to engage Service Provider to provide such duplication services on the terms set forth in this Agreement; and

WHEREAS, Service Provider is willing to provide duplicating services to Client under the terms and conditions set forth below.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall provide duplication services as described below. Services shall include preparation, reproduction, quality control, packaging, and delivery as applicable. Service Provider will perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for services performed in accordance with the following terms.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for any material breach by the other party that remains uncured for a period of days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party; in such event Client shall pay for all work performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party to the other, whether in writing, orally, electronically or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is (i) publicly known through no wrongful act of the receiving party; (ii) already known by the receiving party prior to disclosure; or (iii) lawfully obtained from a third party without breach of an obligation of confidentiality.

The receiving party shall (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this Section shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY AND OWNERSHIP OF DUPLICATES

Unless otherwise agreed in writing, Client retains ownership of originals and underlying intellectual property. Service Provider's reproduction of materials does not transfer any ownership rights in the original content. Service Provider may retain copies solely for backup and archival purposes and shall treat those copies as Confidential Information.

DELIVERY, ACCEPTANCE, AND DEFECTS

Service Provider shall deliver duplicates in accordance with agreed specifications and delivery schedule. Client shall inspect delivered duplicates within days of delivery and shall provide written notice of any nonconformity. If Client timely notifies Service Provider of a material defect, Service Provider shall, at its option, reperform the services or refund the portion of the fee attributable to the defective work.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct. Service Provider's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement for the specific services giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

RETURN AND DESTRUCTION OF MATERIALS

Upon termination or upon Client's written request, Service Provider shall return or securely destroy originals and Client materials in Service Provider's possession, at Client's election. Service Provider shall certify destruction in writing if requested by Client.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement 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. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, 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 Service Provider may assign to a successor in connection with a merger or sale of substantially all assets.

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