Mapping Territory Agreement

MAPPING TERRITORY AGREEMENT

This Mapping Territory Agreement (the Agreement) is entered into as of between:

RECITALS

WHEREAS, Company seeks to obtain geospatial mapping, territory analysis, and related data products for the geographic area described below; and

WHEREAS, Mapping Provider has expertise and resources to collect, produce and deliver mapping data, analyses, and deliverables in accordance with this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Mapping Provider will perform mapping services for the territory identified as (the Territory).

SCOPE OF WORK

Mapping Provider shall perform mapping, data collection, processing, quality assurance, and deliver the deliverables described below in accordance with the specifications and schedule agreed by the parties.

Exclusivity: Mapping Provider is granted exclusive mapping rights for the Territory Mapping Provider is granted non-exclusive mapping rights

PAYMENT TERMS

Company shall pay Mapping Provider the fees set forth below in consideration for the services and deliverables.

Late Payment: Any undisputed amount not paid within days after invoice due date shall incur interest at the lesser of or the maximum rate allowed by law.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause by giving days' prior written notice to the other party.

Termination for Cause: Either party may immediately terminate upon material breach by the other party that remains uncured for a period of days following written notice specifying the breach.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information includes mapping data, raw survey material, analyses, and territorial boundaries.

Obligations: The receiving party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors, or agents who need the information and who are bound by confidentiality obligations no less protective than those contained herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no breach by the receiving party, (b) was known to the receiving party prior to disclosure, (c) is received from a third party without restriction, or (d) is independently developed by the receiving party.

INTELLECTUAL PROPERTY; DATA OWNERSHIP

Ownership of Mapping Data: Unless otherwise agreed in writing, Mapping Provider grants Company a perpetual, non-exclusive, worldwide license to use the delivered mapping data and deliverables for Company's business purposes. Ownership of raw survey data and proprietary processing algorithms remains with Mapping Provider unless Company pays the data assignment fee specified below.

Assignment Option Fee (if any):

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Mapping Provider warrants that deliverables will materially conform to the specifications set forth in the Scope of Work at the time of delivery. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Company to Mapping Provider under this Agreement. Caps do not apply to indemnification obligations for third-party claims arising from intellectual property infringement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any claims, damages, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of its representations, warranties or obligations under this Agreement, or from the indemnifying party's negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to commencing any formal proceedings.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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