Business Maps Template

BUSINESS MAPS TEMPLATE

This Business Maps Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client seeks professional mapping, spatial analysis, and cartographic deliverables to support business planning and operational decisions; and

WHEREAS, Provider has the technical expertise, software, and data management capabilities necessary to produce business maps, demographic overlays, and GIS-enabled reporting in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment, confidentiality, and other material terms governing the creation and delivery of such mapping products.

SCOPE OF WORK

Provider will perform the mapping services described below. The deliverables shall conform to the specifications agreed by the parties and will include base maps, thematic layers, symbology, and an export package suitable for client review and use.

Site analysis map (site suitability)
Demographic heatmap
Trade-area / drive-time polygons
Competitor and POI overlay
Custom GIS layers and raw data export

Estimated primary delivery date:

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services and deliverables described in this Agreement.

Late payment shall incur interest at % per month, or the maximum rate permitted by law, whichever is lower. Provider may suspend work after days' written notice for unpaid invoices.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within 15 days of receipt of notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or customer data disclosed in any form. Each party shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the other's Confidential Information.

INTELLECTUAL PROPERTY

Provider retains ownership of its underlying methodologies, software, templates, and proprietary tools used in producing the mapping deliverables. Upon payment in full of all fees due, Provider grants Client a non-exclusive, non-transferable license to use the final delivered map products and derived static exports for Client's internal business purposes. Any transfer or commercialization of raw data, source files, or Provider-originated code requires a separate written license.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid to Provider under this Agreement in the 12 months preceding the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages.

CHANGE ORDERS

Any change to the Scope of Work or schedule shall be documented in a written change order signed by both parties. Additional services performed at Client request beyond the agreed scope will be billed at the hourly rate specified below or as otherwise agreed in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county or equivalent jurisdiction of the governing law, with each party bearing its own costs and an equal share of arbitration administration fees.

ENTIRE AGREEMENT

This Agreement, including any exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by 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 either party may designate by written notice to the other.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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