Business Digital Map Template

BUSINESS DIGITAL MAP TEMPLATE

This Business Digital Map Template (the Agreement) is entered into as of between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider possesses expertise and technical capability to create, compile and deliver digital cartographic products and geospatial data (Digital Map) in the formats and specifications set forth in this Agreement; and

WHEREAS, Client desires to procure from Provider a digital map product and related services for the geographic area described as and such product will be used for Client's business operations as further described in the Scope of Work; and

WHEREAS, the parties wish to set forth their respective rights, duties and obligations with respect to the creation, delivery, acceptance, licensing and maintenance of the Digital Map.

SCOPE OF WORK

Provider shall produce and deliver the Digital Map and related deliverables in accordance with the technical specifications and acceptance criteria set forth below. Deliverables shall include base map layers, attribute data, metadata, and exportable file formats as selected by Client.

Coordinate Reference System:   |   Resolution/Scale Target:

Client will accept or provide written rejection comments within days after delivery. Provider will remediate defects reported during that period at no additional charge if such defects materially cause non-conformance with the acceptance criteria.

DELIVERY, HOSTING AND MAINTENANCE

Delivery method: . Hosting, if provided, shall be subject to the maintenance fees and service-level provisions set forth herein.

PAYMENT TERMS

Total Fee: (currency as agreed between parties).

Deposit Due at Execution: .   Invoices are due within days of invoice date.

Late Payment: Unpaid amounts accrue interest at per month or the maximum permitted by law, whichever is less. In addition, Client will reimburse Provider for reasonable collection costs.

INTELLECTUAL PROPERTY & DATA RIGHTS

Ownership of Pre-Existing Materials: Each party retains ownership of its pre-existing intellectual property. Provider warrants it has rights to grant the license described below for any third-party content incorporated into the Digital Map.

Third-Party Data and Licenses:

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party, not use such information except to perform under this Agreement, and not disclose it to third parties except on a need-to-know basis to employees, contractors or advisors bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is lawfully known to the receiving party prior to disclosure, becomes publicly known through no breach by the receiving party, or is independently developed without use of the disclosing party's Confidential Information.

The obligations under this section shall survive termination of this Agreement for a period of unless otherwise required by law.

DATA PROTECTION & SECURITY

Provider will implement and maintain commercially reasonable physical, administrative and technical safeguards to protect the Digital Map and any Client data. Provider shall notify Client of any unauthorized access or breach affecting Client Confidential Information within hours of discovery and cooperate to mitigate harm.

WARRANTIES, DISCLAIMERS & LIABILITY

Provider warrants that the Digital Map will materially conform to the specifications set forth in this Agreement at delivery. Except as expressly stated, Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and accuracy guarantees for third-party data.

Limitation of Liability: Except for breach of confidentiality or willful misconduct, neither party will be liable to the other for indirect, incidental, special or consequential damages. Provider's aggregate liability for damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

TERM AND TERMINATION

This Agreement begins on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within a commercially reasonable cure period after written notice.

CHANGE ORDERS

All changes to scope, schedule or fees must be documented in a written change order signed by authorized representatives of both parties. Provider will not be required to perform work outside the agreed scope until a change order specifying additional compensation and new schedule is executed.

NOTICES

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

This Agreement, including all attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

Severability: If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect.

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