Geospatial Orthoimagery Project Proposal

GEOSPATIAL ORTHOIMAGERY PROJECT PROPOSAL

Parties and Project Identifiers

Client Name:

WHEREAS Recitals

WHEREAS Client requires high-precision orthoimagery and related geospatial products for the area of interest described below; and

WHEREAS Contractor represents that it possesses the personnel, equipment, certifications, and technical capability to acquire, process, and deliver orthoimagery and derived products in accordance with the specifications set forth in this Proposal; and

WHEREAS the parties desire to set forth the terms, scope, schedule, compensation, and legal provisions governing the work described herein.

Scope of Work

Contractor shall perform all services necessary to acquire, process, quality-assure, and deliver orthorectified imagery and related geospatial deliverables for the area of interest. The Scope of Work shall include, at minimum, the following objectives and specifications:

Ortho-rectified mosaic (single-band or true color)
Digital Elevation Model (DEM) / Digital Surface Model (DSM)
Tiled imagery (Cloud-optimized GeoTIFF / TMS-ready tiles)
Full metadata package and QA/QC report
Derived analytic products (NDVI, classification) as specified

Technical Specifications

Spatial resolution (GSD):    Coordinate reference system:

Horizontal accuracy requirement:    Vertical accuracy requirement:

Acquisition Window and Schedule

Preferred acquisition start:    Preferred acquisition end:

Payment Terms

Total project fee: $

Late payment fee: . Invoices unpaid thirty (30) days after delivery shall incur the stated late fee and Contractor may suspend delivery of outstanding items until payment is made.

Term and Termination

Commencement date:    Anticipated completion date:

Either party may terminate this Proposal for convenience upon written notice of days. Contractor may terminate immediately for cause if Client materially breaches payment obligations following thirty (30) days written notice and opportunity to cure.

Change Orders

Any modification to scope, schedule, or fee shall be made only by written change order signed by both parties. Change orders shall describe the change, the impact on schedule, and any additional compensation. Contractor shall not be obligated to perform changed work without an executed change order.

Quality Assurance and Acceptance

Contractor will perform internal QA/QC and provide a QA report with delivered products. Client shall have days from delivery to review and notify Contractor in writing of any nonconforming deliverables. Failure to provide timely notice constitutes acceptance.

Confidentiality

Each party shall maintain in confidence all non-public technical, business, and operational information disclosed by the other party in connection with this Proposal. Confidential information shall not be disclosed except to employees, consultants, or subcontractors who have a need to know and are bound by confidentiality obligations. The obligations of confidentiality shall survive termination of this Proposal for a period of three (3) years, except for individually identifiable data or proprietary algorithms which shall remain confidential indefinitely.

Intellectual Property and License

Upon receipt of final payment in full, Contractor assigns to Client all right, title, and interest in the final delivered orthomosaic, DEM, tiled imagery, and associated delivered files. Contractor retains ownership of raw sensor data, original unprocessed imagery, and internal processing algorithms unless otherwise specified in a written addendum. Contractor grants Client a perpetual, non-exclusive, worldwide license to use all deliverables for Client's internal and public purposes unless restricted by law or third-party rights.

Liability and Indemnity

Contractor's liability for direct damages arising out of or related to this Proposal shall be limited to the total fees paid by Client under this Proposal. Neither party shall be liable for incidental, consequential, special, punitive, or exemplary damages. Each party shall indemnify and defend the other from third-party claims arising from its negligent acts or willful misconduct in performance of the work.

Governing Law

This Proposal shall be governed by and construed in accordance with the substantive laws of the state or jurisdiction specified by Client at time of acceptance. Disputes shall be resolved in the state and federal courts located within that jurisdiction unless the parties agree in writing otherwise.

Entire Agreement

This Proposal, including any mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, and understandings, whether written or oral. No waiver, modification, or amendment shall be effective unless in writing and signed by both parties.

Acceptance

By signing below, Client and Contractor acknowledge and agree that the terms contained in this Proposal are binding and that performance will commence in accordance with the schedule and conditions set forth herein.

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