Imagery Program Agreement

IMAGERY PROGRAM AGREEMENT

This Imagery Program Agreement ("Agreement") is entered into effective as of by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider develops, acquires, or manages digital imagery, remote sensing data, and associated metadata (collectively, "Imagery") and provides programmatic collection, processing, hosting and distribution services; and

WHEREAS, Client desires to engage Provider to supply Imagery and related services for the agreed program described in this Agreement and Provider agrees to perform such services pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties wish to establish the scope, delivery, use restrictions, confidentiality obligations, and payment terms applicable to the Imagery Program.

SCOPE OF WORK

Provider shall perform the tasks and deliverables described below in accordance with the schedule and quality standards set forth in this Agreement.

PAYMENT TERMS

In consideration for the services and deliverables provided under this Agreement, Client shall pay Provider in accordance with the following terms.

Provider may suspend delivery of services if Client is overdue for payment more than the invoiced payment term, provided Provider gives Client at least ten (10) days' written notice of intent to suspend. All sums not paid when due shall accrue interest at the rate specified above or, if no rate is specified, at 1.5% per month.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and deliverables accepted prior to termination.

CONFIDENTIALITY & DATA SECURITY

"Confidential Information" means nonpublic business, technical, operational, and imagery data disclosed by one party to the other in connection with this Agreement, whether orally, in writing, or by inspection. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Provider will implement administrative, technical, and physical safeguards appropriate to the sensitivity of the Imagery to protect against unauthorized access, disclosure, alteration, or destruction. In the event of any unauthorized access or disclosure of Client Imagery, Provider will notify Client promptly and cooperate in remediation and notifications as required by applicable law.

INTELLECTUAL PROPERTY AND LICENSING

Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, underlying raw data, processing algorithms, and tools used to produce Imagery ("Provider IP"). Subject to full payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable license to use delivered Imagery for Client's internal purposes as set forth in the scope of work. Any rights not expressly granted are reserved by Provider.

Client represents that Client's use of Imagery will comply with applicable laws and that Client will not redistribute Imagery beyond permitted recipients except as expressly authorized in writing by Provider. Any third-party license or export control obligations applicable to delivered Imagery are the sole responsibility of the party subject to such obligation.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, understandings, or agreements, whether written or oral. No amendment shall be binding unless 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 an alternative address designated in writing by the receiving party.

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