Geographic Information System Overlay

GEOGRAPHIC INFORMATION SYSTEM OVERLAY AGREEMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client requires the preparation, placement and integration of a Geographic Information System (GIS) overlay to support spatial analysis, mapping, and data-driven decision-making for the project identified in this Agreement; and

WHEREAS, Service Provider represents that it has the technical capability, personnel and equipment to prepare GIS layers, metadata and deliverables in accordance with the technical specifications and acceptance criteria set forth herein; and

WHEREAS, Client and Service Provider desire to set forth their respective obligations regarding scope, payment, confidentiality, delivery and ownership of GIS data by this Agreement.

Definitions

For purposes of this Agreement, "Overlay" means the GIS layers, attribute tables, styling files, geodatabase structures, metadata and associated documentation produced and delivered by Service Provider to Client pursuant to the Scope of Work.

Project Identification

Scope of Work

Service Provider shall perform and deliver the following services and outputs. The Scope below identifies required layers, processing, format and delivery schedule. Any material deviation shall require a written change order executed by both parties.

Deliverables and Data Layers

Provider shall supply the following layers and associated attribute data. Check all layers to be provided and specify additional details where indicated.

Technical Specifications

Payment Terms

Client shall pay Provider for the services and deliverables as follows. All fees are exclusive of taxes unless otherwise stated.

Late payments shall incur a fee of % per month on outstanding amounts, or the maximum allowed by law, whichever is lower. Minimum late fee: USD.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

Acceptance and Testing

Deliverables shall be subject to Client acceptance testing. Acceptance criteria shall include conformance to the technical specifications, completeness of metadata, and satisfactory performance of spatial queries as described below.

Intellectual Property and Licensing

Ownership of newly created Overlay data and associated deliverables shall be as follows (select one or specify alternative terms):

Confidentiality

Each party shall treat as Confidential Information all non-public technical, business and project-related information disclosed by the other party and shall not disclose such information to third parties except as required to perform under this Agreement or as required by law. Confidential Information does not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement.

Liability and Indemnification

Provider warrants that deliverables will materially conform to the technical specifications set forth in this Agreement. Except for willful misconduct or gross negligence, each party's aggregate liability shall be limited to direct damages not to exceed the total amount paid under this Agreement. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's negligent processing of data or infringement of third-party intellectual property rights, subject to the limitations above.

Change Orders

Any change to the Scope of Work, schedule or fees shall be documented in a written change order signed by authorized representatives of both parties. No change shall be effective unless approved in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of:

Entire Agreement

This Agreement, including any schedules and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and representations, whether oral or written.

Notices

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