Business Document Carto

BUSINESS DOCUMENT CARTO

This Business Document Carto (the Agreement) is entered into effective as of by and between Client Name: with principal address , and Service Provider Name: with principal address .

RECITALS

WHEREAS, Client engages Provider to perform certain business cartography, data mapping, and related advisory services as described in this Agreement; and

WHEREAS, Provider has the expertise, personnel, and systems necessary to deliver the services and deliverables set forth below and wishes to provide such services to Client on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

SCOPE OF WORK

Provider shall deliver the services and any associated deliverables in accordance with the milestones, acceptance criteria, and specifications set forth in the scope above. Any material deviation from the scope shall require prior written approval signed by authorized representatives of both parties.

PAYMENT TERMS

All payments are due in U.S. Dollars. Provider shall invoice Client in accordance with the payment schedule above. Unless otherwise agreed in writing, undisputed invoices shall be paid within thirty (30) days of Client's receipt. Overdue amounts shall accrue interest at the rate specified in the Late Payment Fee field or, if no rate is specified, at one and one-half percent (1.5%) per month until paid. Client shall not offset any amounts due to Provider except for amounts finally adjudicated to be due by a court or arbitrator.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following written notice specifying the breach. Termination does not relieve Client of the obligation to pay for all work performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means all nonpublic information marked or otherwise identified as confidential or that by its nature a reasonable person would understand to be confidential. Each recipient shall (a) hold such Confidential Information in strict confidence, (b) not disclose it to third parties except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use it solely to perform its obligations or exercise its rights under this Agreement. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was rightfully known to the recipient without restriction prior to disclosure, or (iii) is independently developed by the recipient without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship.

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