Mapping Document Template

Mapping Document Template

This Mapping Document Template (the "Agreement") is entered into as of Effective Date: by and between Client Name: with Address: and Contractor Name: with Address:

RECITALS

WHEREAS, Client requires geospatial mapping, data compilation and cartographic deliverables to support Client operations, planning and decision-making; and

WHEREAS, Contractor represents that it possesses the professional expertise, technical resources, and personnel necessary to prepare, compile and deliver the mapping products described herein in accordance with industry standards and accepted geospatial practices; and

WHEREAS, the parties desire to set forth the scope, schedule, payment, confidentiality and other material terms governing the mapping work to be performed.

SCOPE OF WORK

GIS vector layers (shapefile / GeoPackage)
Raster tiles / imagery
Printable PDF maps
Raw survey or LiDAR data
Complete metadata and projection information

DATA SOURCES AND STANDARDS

PAYMENT TERMS

Total Fixed Fee: $

Payments due within days of invoice receipt. Late payment shall accrue interest at on the outstanding balance.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice delivered at least days prior to the intended termination date. 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.

CONFIDENTIALITY

Each party agrees that Confidential Information disclosed by the other party shall be used solely for the performance of this Agreement and shall not be disclosed to any third party except as required by law. Confidential Information includes, without limitation, non-public data, mapping outputs, client lists, project plans, and any proprietary methodologies. The receiving party shall 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 a reasonable standard of care.

Notwithstanding the foregoing, Contractor may incorporate non-identifying, aggregated technical lessons learned into its internal methodologies, provided that no Client Confidential Information or proprietary data is disclosed.

OWNERSHIP, LICENSES AND USE

Unless otherwise agreed in writing, upon full payment of amounts due, Contractor grants Client a perpetual, non-exclusive, worldwide license to use the final deliverables for Client's internal business purposes. Contractor retains ownership of pre-existing tools, algorithms and workflows. Any third-party data included in deliverables remains subject to the third-party terms; Contractor shall identify such data and obtain necessary permissions where required.

DATA SECURITY AND PRIVACY

Contractor shall employ commercially reasonable administrative, technical and physical safeguards to protect Client data against unauthorized access, destruction or disclosure. Contractor will promptly notify Client of any breach affecting Client Confidential Information and will cooperate in reasonable mitigation efforts.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Contractor represents that services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF CONTRACTOR ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflicts-of-law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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