Duplication or Replication Agreement

______________________, referred to as DUPLICATOR, and ___________________, referred to as CUSTOMER, agrees:

DUPLICATOR shall duplicate _____________________ copies of ______________________, to be delivered as follows: __________________________________________________________ subject to the following specifications:

Media type: _________________________ 
Shell type: ________________________ 
Printing on the shell: _________________________ 
Labeling: _______________________ 
Date and time for delivery of master: _____________________________
Packaging of produced materials: ____________________________

TERMS AND CONDITIONS:

CUSTOMER grants to DUPLICATOR an express lien upon the finished goods and any master tapes, disks, and other materials provided to the DUPLICATOR (hereafter called the “Materials”)
Unless payment in full of all charges is received prior to delivery, DUPLICATOR shall have the right to retain the Materials, until payment in full of all charges due from CUSTOMER TO DUPLICATOR is received, including sums due from other agreements between the CUSTOMER and DUPLICATOR.  In the event of a failure to pay, DUPLICATOR shall have the right to sell the Materials upon 7 days notice to the address of CUSTOMER via public or private sale. CUSTOMER shall be liable to duplicator for any deficiency, or, shall receive any surplus.  DUPLICATOR may bid at any public sale.

In DUPLICATOR’s sole discretion, in the event that the CUSTOMER fails to take delivery or to pay any charges due from CUSTOMER to DUPLICATOR, DUPLICATOR may store the same at the expense of the CUSTOMER.

Any unpaid amounts shall bear interest at the highest legal rate.  Any charges incurred by DUPLICATOR to prepare the goods for sale shall be paid by CUSTOMER.

CUSTOMER warrants that it has the legal right to order duplication of the materials, and that the materials are legally duplicable.

CUSTOMER shall indemnify DUPLICATOR for any claims made by any third parties arising from any services performed by DUPLICATOR.

CUSTOMER represents that the original is suitable for duplication.
LIMITATION OF WARRANTIES

Unless especial valuation is declared in writing and additional charges paid, in the event of any failure to perform, breach of contract, breach of warranty or any other claim arising out of this contract, made against the DUPLICATOR the sole remedy shall be: replacement of any defective duplicated items.

In addition, any warranty made by the manufacturer or distributor of the media may be made if legally available by the CUSTOMER.

DUPLICATOR shall not be liable for any incidental, consequential, exemplary or punitive damages.

Change orders may be made verbally by the CUSTOMER. DUPLICATOR shall fax or mail a confirmation of the same. Unless objected to by the next business day after faxing, or, if mailed by the third business day after mailing, such change orders shall be considered to be conclusive evidence of the correctness of the change order.

CUSTOMER acknowledges that in provision of these services DUPLICATOR will be providing “custom made goods” and will order materials suitable only for use for CUSTOMER. Accordingly, on or after ____________________________, since the damages suffered by DUPLICATOR are difficult to ascertain, and as liquidated damages and not a penalty that in the event that CUSTOMER cancels the order after that date, ___________________________ percent of the contract price will be paid by CUSTOMER.

Dated: __________________

For ______________________:

__________________________________ By Customer

For ______________________:

__________________________________ By Duplicator

Duplication or Replication Agreement
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This agreement is useful for all media duplication or replication agreements.

1.  Make multiple copies.  Give one to each signing party.