Business Services Geotrek

BUSINESS SERVICES GEOTREK

This Business Services Agreement ("Agreement") is made as of Day: Month: Year: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Service Provider possesses expertise and resources to provide geotrek services, including but not limited to guided field operations, geospatial route planning, mobile trail-data integration, and related consulting services (the "Services"); and

WHEREAS, Client desires to engage Service Provider to perform the Services on the terms and conditions set forth in this Agreement, and Service Provider desires to accept such engagement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the Services described below. The Services shall include the deliverables, milestones, acceptance criteria, and any fieldwork required. Service Provider will perform the Services in a professional and workmanlike manner consistent with industry standards for geospatial and trail management consulting.

Estimated Commencement Date: Estimated Completion Date:

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees set forth below in accordance with the schedule and conditions described herein.

Invoices shall be submitted to Client in accordance with the Payment Schedule. Payment is due within days of receipt of an undisputed invoice. Late payments shall bear interest at the lesser of or the maximum rate permitted by applicable law, plus any collection costs and attorneys' fees incurred.

Unless otherwise stated, fees do not include taxes, licenses, permits, or bona fide out-of-pocket expenses. Client shall reimburse Service Provider for pre-approved, reasonable expenses incurred in performance of the Services upon submission of receipts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services rendered and reasonable expenses incurred through the effective date of termination and for any non-cancellable obligations entered into prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (a) publicly known through no wrongful act of the receiving party; (b) rightfully received from a third party without restriction on disclosure; (c) independently developed by the receiving party without use of, or reference to, the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with reasonable efforts to obtain confidential treatment.

Each party shall (i) maintain the other's Confidential Information in strict confidence, (ii) not disclose such Confidential Information to any third party except to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) use such Confidential Information solely to perform its obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of the courts located in the agreed jurisdiction for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. No modification or waiver of any provision shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and costs arising out of the indemnifying party's negligent acts, willful misconduct or breach of this Agreement. Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and aggregate liability shall not exceed the amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Assignment and Subcontracting: 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 assets. Service Provider may engage subcontractors provided Service Provider remains responsible for their performance and compliance with this Agreement.

NOTICES

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