Custom Padded Maps Template

CUSTOM PADDED MAPS SERVICE AGREEMENT

This Custom Padded Maps Service Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

WHEREAS

WHEREAS, Client requires the design, production and delivery of custom padded maps for protection and presentation of printed map sheets and related cartographic materials (the "Custom Padded Maps"); and

WHEREAS, Provider represents that it has the technical capability, materials and experience to produce Custom Padded Maps in accordance with the specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions and payment arrangements under which Provider will design, manufacture and deliver the Custom Padded Maps to Client.

SCOPE OF WORK

Provider shall perform the following services and deliverables in connection with the Custom Padded Maps (the "Services" and "Deliverables"). Provider will perform Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the Services. All amounts are stated in U.S. dollars unless otherwise indicated.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the due date until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

DELIVERABLES & ACCEPTANCE

Provider shall deliver completed Custom Padded Maps to Client at the location and in the quantities set forth in the Scope of Work. Client shall have a period of seven (7) calendar days following delivery to inspect and either accept or provide written notice of rejection describing any nonconformity. Provider shall, at its expense, remedy material nonconformities identified by Client within a commercially reasonable time.

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 cause if the other party materially breaches any obligation and fails to cure such breach within days following written notice. Upon termination, Client shall pay Provider for Services performed and Deliverables accepted through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in written, electronic or oral form that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use it only to perform its obligations under this Agreement, and (c) not disclose it to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly available without breach; (ii) was known prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt written notice to the disclosing party to seek protective relief.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall retain ownership of its pre-existing materials and proprietary map data. Provider grants Client a non-exclusive, perpetual license to use the Deliverables for Client's internal business purposes. Provider retains ownership of Provider's templates, processes and tooling used to produce the Custom Padded Maps. If the parties wish to transfer full copyright in any custom design, such transfer must be expressly documented in writing and may be subject to additional fees.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from that party's gross negligence or willful misconduct in performing this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND THE TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties agree that any action seeking relief for breach shall be brought exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and payment terms set forth herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification 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 below or to such other address as either party designates in writing.

ADDITIONAL TERMS

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