Mapping Eplat Maps

MAPPING EPLAT MAPS

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider").

WHEREAS

WHEREAS, Client requires the preparation, production and delivery of electronic plat maps ("Eplat Maps") and related geospatial and mapping deliverables for the project location described as:

WHEREAS, Provider has the technical expertise, equipment and personnel necessary to prepare, georeference, validate and deliver Eplat Maps in formats and specifications acceptable to Client; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform mapping services and grant Client rights to the resulting deliverables.

SCOPE OF WORK

Provider shall perform mapping services for the project specified above. The Scope of Work shall include data collection, digitizing, coordinate transformation, drafting of electronic plat map sheets, attribute population, quality control, and delivery of final files in formats specified by Client. All work shall conform to the technical specifications and deadlines set forth herein.

DELIVERABLES AND ACCEPTANCE

Provider will deliver the following deliverables (collectively "Deliverables"): certified Eplat map files, associated metadata, a summary report of survey and mapping methods, and any required projection/transformation documentation. Deliverables shall be delivered in the formats and on the media agreed by the parties and shall include sufficient documentation to permit Client to reuse the data for its intended land development or recordation purposes.

PAYMENT TERMS

In consideration for the performance of the Scope of Work and delivery of the Deliverables, Client shall pay Provider as set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Provider shall submit itemized invoices in accordance with the Payment Schedule. Client shall pay undisputed portions of invoices in accordance with the invoice terms. If Client reasonably disputes an invoice, Client shall provide written notice of the dispute within ten (10) business days and the undisputed portion shall remain payable.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the Notice Period of days after receipt of written notice. Additionally, Client may terminate for convenience upon payment of Provider's reasonable costs incurred to date and a fair allocation of the unbilled portion of agreed fees.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Provider shall not disclose Client's parcel-specific or owner-identifying information except as required for performance of the Scope of Work or as required by law.

The obligations under this section shall not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known by the receiving party prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY; DATA OWNERSHIP

Unless otherwise agreed in writing, Provider assigns to Client all rights, title and interest in and to the finished Deliverables prepared specifically for Client under this Agreement, subject to Provider's retained rights in pre-existing tools, software, methodologies, and underlying algorithms. Provider retains ownership of working files, source code and proprietary tools used to prepare the Deliverables, but grants Client a perpetual, non-exclusive, worldwide license to use, reproduce and record the Deliverables for Client's internal recordation, development and regulatory submission purposes.

WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

Provider warrants that the Deliverables will materially conform to the specifications set forth in the Scope of Work and that the mapping services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Provider agrees to indemnify and hold harmless Client from third-party claims arising out of Provider's negligent performance or willful misconduct. Neither party will be liable to the other for consequential, special or incidental damages except for liability arising from willful misconduct or gross negligence.

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.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work, payment schedules and any written attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification of this Agreement 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 shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

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