Business Document Landview Document

Business Document Landview Document

Parties

This General Business Agreement (the "Agreement") is entered into between Client Name: , with principal address: (hereafter "Client"), and Service Provider Name: , with principal address: (hereafter "Provider").

Recitals

WHEREAS, Client requires certain professional services and deliverables relating to land data aggregation, site assessment, mapping and associated business analysis (the "Services"); and

WHEREAS, Provider represents that it has the personnel, technical capacity, and professional experience to perform the Services described herein and agrees to perform such Services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations regarding the performance, payment and ownership of work product resulting from the Services.

Scope of Work

Provider shall perform the Services in a professional and workmanlike manner, consistent with industry standards. Deliverables shall be provided in the formats and at the milestones set forth in the schedule attached to this Agreement or described in the Scope of Work field above. Provider will employ reasonable efforts to meet any mutually agreed deadlines; time is not of the essence except as to any date that the parties expressly designate in writing.

Payment Terms

All payments are due within days of receipt of an undisputed invoice. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. In the event Client disputes any portion of an invoice in good faith, Client shall pay the undisputed portion and the parties shall promptly seek to resolve the dispute.

Term and Termination

This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party no less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the nature of the breach.

Upon termination, Client shall pay Provider for all Services performed and reasonable non-cancellable obligations incurred through the effective date of termination. Provider shall deliver any completed deliverables to Client and shall make commercially reasonable efforts to assist in an orderly transition.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other arising out of or relating to this Agreement, including pricing, technical data, analyses, business plans and client lists. The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information does not include information that is (a) in the public domain through no breach by the receiving party; (b) rightfully in the receiving party's possession prior to disclosure; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information as directed by the disclosing party.

Intellectual Property

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to any deliverables (collectively, the "Work Product") created specifically for Client under this Agreement. Provider retains ownership of its pre-existing tools, methodologies, software, templates and general know-how, and grants Client a non-exclusive, perpetual, worldwide license to any of those elements only to the extent incorporated in the Work Product. Each party warrants that it has the right to grant the rights granted hereunder.

Indemnification and Limitation of Liability

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from claims, liabilities and expenses arising from the Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement. The parties agree that neither party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages, except for liability arising from willful misconduct or breaches of confidentiality. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider during the twelve (12) months preceding the claim.

Independent Contractor

Provider is an independent contractor. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Provider shall be solely responsible for all taxes, withholdings, insurance and other obligations related to its personnel.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by certified mail, or sent by nationally recognized overnight courier to the contact information provided above or to such other address as the party may specify in writing.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment to this Agreement shall be effective unless set forth in a writing signed by authorized representatives of both parties.

Miscellaneous Provisions

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 that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar corporate transaction provided the assignee assumes all obligations hereunder. The waiver of any right hereunder shall be effective only if in writing and signed by the party waiving such right.

Certifications

Each party certifies that the individual signing below is authorized to execute this Agreement on behalf of the respective party and that, by signing, the party accepts and agrees to be bound by the terms and conditions set forth herein.

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