Wedding Duplicate Form

WEDDING DUPLICATE SERVICES AGREEMENT

This Wedding Duplicate Services Agreement (the Agreement) is entered into between:

WHEREAS

WHEREAS, Client engaged Vendor to provide duplication, reproduction, or reissuance services relating to wedding materials, records, or memorabilia including but not limited to duplicate certificates, albums, registries, and digital copies; and

WHEREAS, Vendor represents that it possesses the necessary expertise, facilities, and authority to produce accurate duplicates and to deliver related services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and governing law applicable to such duplication services.

AGREEMENT

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

1. SCOPE OF WORK

Vendor shall perform duplication services as requested by Client and as described below. Vendor will use reasonable skill and care, industry-standard procedures, and shall deliver duplicates that materially conform to Client's original items or to agreed specifications.

Month:    Day:    Year:

2. PAYMENT TERMS

Client shall pay Vendor for services in accordance with the fees and schedule set forth below. All fees are due in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

If Client fails to make payments when due, Vendor may suspend performance after ten (10) days' written notice until payment is made. Client will be responsible for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on the Commencement Date and continues until the Completion Date unless earlier terminated in accordance with this section.

Commencement Date: Month:    Day:    Year:

Completion/Termination Date: Month:    Day:    Year:

Either party may terminate this Agreement for material breach by the other if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and costs incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party acknowledges that during the performance of services under this Agreement it may have access to non-public, confidential, or proprietary information of the other party (Confidential Information). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to protect such Confidential Information from unauthorized disclosure.

The obligations of confidentiality will survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which will remain protected for as long as they qualify as trade secrets.

5. LIMITATION OF LIABILITY

Vendor's liability for damages arising out of or related to this Agreement shall be limited to direct damages up to the total fees paid by Client to Vendor under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. GOVERNING LAW

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

7. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments 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 written or oral. Any amendment or modification of this Agreement must be in a writing signed by both parties.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Vendor further represents that it will perform services in a professional and workmanlike manner.

9. MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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