Duplication or Replication Agreement

______________________, referred to as the “DUPLICATOR,” and ___________________, referred to as the “CUSTOMER,” hereby agree as follows:

The DUPLICATOR agrees to duplicate _____________________ copies of ______________________, to be delivered as specified below, subject to the following conditions:

Media Type: _________________________
Shell Type: ________________________
Shell Printing: _________________________
Labeling: _______________________
Master Delivery Date and Time: _____________________________
Packaging Specifications: ____________________________

Terms and Conditions

1. Security Interest in Materials

The CUSTOMER grants the DUPLICATOR an express lien on all finished goods and any master tapes, disks, or other materials provided to the DUPLICATOR (collectively referred to as the “Materials”).
If full payment for all charges is not received before delivery, the DUPLICATOR may retain the Materials until such payment is made, including any outstanding amounts owed under other agreements between the CUSTOMER and the DUPLICATOR. If payment is not received, the DUPLICATOR may, upon giving at least 7 days’ notice to the CUSTOMER’s last known address, sell the Materials through public or private sale. The CUSTOMER shall be responsible for any deficiency, or shall be entitled to any surplus proceeds. The DUPLICATOR may bid at such a public sale.

2. Storage of Materials

At the DUPLICATOR’s sole discretion, if the CUSTOMER fails to take delivery or pay charges, the DUPLICATOR may store the Materials at the CUSTOMER’s expense.

3. Interest and Expenses

Unpaid amounts will accrue interest at the highest rate permitted by applicable law. Any preparation costs incurred by the DUPLICATOR to facilitate sale of the goods will be paid by the CUSTOMER.

4. Legal Rights and Indemnification

The CUSTOMER warrants that it holds the legal right to duplicate the Materials and that said Materials may lawfully be duplicated. The CUSTOMER shall indemnify and hold the DUPLICATOR harmless from any claims by third parties related to duplication services provided by the DUPLICATOR.

5. Quality of Original

The CUSTOMER affirms that the original Materials are suitable for duplication.

Limitation of Warranties

Unless a declared value is provided in writing and applicable additional fees are paid, in the event of any failure to perform, breach of contract, breach of warranty, or any other claim arising out of this agreement, the sole and exclusive remedy against the DUPLICATOR shall be replacement of any defective duplicated items.

Additionally, any applicable warranties provided by the media’s manufacturer or distributor may be passed to the CUSTOMER, if legally permitted.

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

Change Orders

The CUSTOMER may request changes verbally. The DUPLICATOR will confirm such changes by fax or mail. If the CUSTOMER does not object by the next business day following fax transmission, or by the third business day following mailing, the change order will be deemed accepted and correct.

Custom Goods and Cancellation

The CUSTOMER acknowledges that the DUPLICATOR is producing custom-made goods and will procure materials specifically tailored for the CUSTOMER’s use. Therefore, on or after ____________________________, if the CUSTOMER cancels the order, the CUSTOMER agrees to pay as liquidated damages, and not as a penalty, ___________________________ percent of the contract price, since actual damages would be difficult to ascertain.

Dated: __________________

For ______________________:
__________________________________ By CUSTOMER

For ______________________:
__________________________________ By DUPLICATOR

How to Use This Sample Format

This section is provided to explain the purpose of this agreement and guide you in its completion. This format is suitable for all media duplication or replication transactions.

Make multiple signed copies of this agreement. Provide one copy to each signing party.