Business GIS Document

Business GIS Document

Parties and Effective Date

This Business GIS Services Agreement (the Agreement) is made as of Effective Date: between Client Name:

and Service Provider:

Recitals

WHEREAS, Client requires geographic information system (GIS) services, including the creation, processing, maintenance, and delivery of spatial datasets, cartographic products, and associated metadata; and

WHEREAS, Service Provider possesses professional expertise, technical capacity, and licensed software to perform GIS services and is willing to provide such services to Client subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, schedule, payment terms, and legal protections associated with the GIS work to be performed.

Scope of Work

Service Provider shall perform the GIS services described below. Deliverables, technical standards, and acceptance criteria will conform to the requirements set out in this Section and any appended Schedules or Statements of Work.

Vector data layers (shapefile/GeoPackage)
Raster imagery / orthophotos
Metadata (FGDC/ISO compliant)
Web map services (WMS/WMTS) or hosted map endpoints
Processing scripts / geoprocessing models

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Term and Termination

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party provided no fewer than days' prior notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose such Confidential Information to any third party except to employees, contractors, or consultants with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information only to perform its obligations or exercise its rights under this Agreement. Confidential Information does not include information that is: (i) already known to the receiving party without obligation of confidentiality; (ii) becomes publicly known through no act of the receiving party; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party's Confidential Information.

Intellectual Property and Data Rights

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing tools, software, processes, and methodologies. Upon receipt of final payment, Service Provider grants Client a non-exclusive, non-transferable, perpetual license to use the delivered GIS datasets and deliverables for Client's internal business purposes. If the parties elect to transfer ownership, such assignment must be expressly stated and accompanied by full payment for work-for-hire considerations set forth in the payment schedule. Service Provider shall provide accompanying metadata and data lineage sufficient for Client to understand data provenance and limitations.

Service Provider warrants that the Deliverables will materially conform to the specifications set forth in the Scope of Work for the Warranty Period. Remedy for breach of this warranty shall be limited to correction of non-conforming Deliverables at Service Provider's expense. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising out of this Agreement, even if advised of the possibility of such damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the jurisdiction specified above.

Compliance with Laws

Each party shall comply with all applicable laws, rules, and regulations in performing its obligations, including data protection, export control, and privacy laws applicable to spatial data and personally identifiable information embedded within datasets.

Entire Agreement

This Agreement, together with any executed Statements of Work or Schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

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