This is an agreement between a physical media replication and duplication company
and its client. The agreement sets forth the terms and conditions of the replication and
duplication, including what materials are to be provided, what mediums the materials will
be copied onto (CD, DVD, Blu-Ray, etc), the production schedule and the fees. The
client represents and warrants that it owns the materials provided and that they are free
and clear of any liability. It contains numerous standard provisions and may be
customized to address the specific needs of the parties. This document should be used
by replication and duplication companies and their clients.
REPLICATION AND DUPLICATION AGREEMENT
THIS REPLICATION AND DUPLICATION AGREEMENT (the “Agreement”), made as of
___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert
Name of Company], ___________ [Instruction: Insert Address] (“Company”) and
___________ [Instruction: Insert Name of Client], ___________ [Instruction: Insert
Address] (“Client”).
WHEREAS, Company is in the business of replicating and duplicating certain materials in
certain mediums;
WHEREAS, Client desires to engage Company to replicate, duplicate and create “Copies” of the
“Materials” in the “Mediums” (as such terms are defined herein and in Exhibit “A” hereof,
attached hereto and incorporated herein);
WHEREAS, Company desires to accept said engagement;
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:
1. Engagement. Company agrees to replicate, duplicate and create Copies of the Materials in
the Mediums subject to the “Production Schedule” set forth in Exhibit “A”, attached hereto and
incorporated herein. As set forth in more detail in the Production Schedule, Client shall provide
Company with a copy of the Materials by or before the Materials Delivery Date and Company
shall provide Client with an art and content proof (the “Proof”) by the Proof Delivery Date.
Client shall have an opportunity to review and approve the Proof, which approval or disapproval
must be provided to Company by the Proof Approval Date. In the event that Client fails to
disapprove the Proof by the Proof Approval Date, the Proof shall be deemed approved by Client.
Company shall have no liability for misspelled words or other mistakes that appear on the Copies
that appeared on the approved Proof. Company shall use reasonable efforts to deliver the Copies
to Client by the Anticipated Delivery Date. The foregoing engagement is subject to the
following terms:
A. Ownership. Client represents and warrants to Company that:
i. Client is the true and rightful owner of, or is licensed or otherwise possesses legally
enforceable rights to use the registered and unregistered rights, titles, and interests in and to any
United States or foreign trademarks, service marks, trade names, copyrights or other intellectual
property rights relating to the Materials provided to Company hereunder, including but not
limited to the right to reproduce, manufacture and otherwise use the Materials. The performance
of this agreement by Client and Company does not violate any intellectual property rights of any
third party. To the best of Client’s knowledge, no claims are currently pending or threatened
with respect to the Materials and/or Client's intellectual property rights or third party intellectual
property rights in the Materials, and reasonable grounds do not exist for such any such claims.
ii. Company shall have the right, at its sole discretion, to investigate the ownership of
any and all Materials provided hereunder. In accordance therewith, upon request, Client agrees
to provide Company all necessary documentation of ownership or other legal rights, including
without limitation all pertinent copyright and licensing information. In the event that Company
determines, or has reason to believe, that Client does not have the authority to create Copies of
the Materials, Company will have no further obligations to the Client.
iii. Client agrees to indemnify, and hold Company and its subsidiaries and their
respective officers, directors, agents, affiliates, distributors, franchisees, and employees
(collectively, the "Indemnified Parties") harmless against any liabilities, losses, claims, damages,
punitive damages, causes of action, lawsuits, administrative proceedings (including interest from
the date of such damages), and costs and expenses (including reasonable attorneys' fees)
suffered, sustained, incurred, or paid by the Indemnified Parties in connection with, resulting
from, or arising out of, directly or indirectly the breach of any representation, warranty, or
agreement of Client set forth herein.
B. Materials. While Company will treat the Materials with the utmost care, Company
specifically denies liability for damage or loss due to fire, casualty, or negligence while the
Materials are in the care and possession of Company. Company’s premises are not insured and
the Materials are stored strictly at Client's risk. Company assumes that Client has backups or
originals of all Materials. Company is not obligated to return the Materials to the Client at any
point.
C. Delivery. The Anticipated Delivery Date is only an estimated date of delivery. Company
specifically disclaims liability for delays in delivery and any resultin