Mapping Translation Document

MAPPING TRANSLATION AGREEMENT

Parties

This Mapping Translation Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: with address , and Contractor Name: with address .

WHEREAS

WHEREAS, Client possesses geospatial data, cartographic assets or mapping specifications requiring translation between coordinate systems, file formats, projection schemas, or metadata standards (Mapping Data); and

WHEREAS, Contractor represents that it has the technical expertise, software tools and personnel necessary to perform mapping translation services in accordance with industry standards and the specifications set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Payment Terms

Client shall pay Contractor for the services described in this Agreement as follows.

Invoices are due within days of receipt. Late payments shall accrue interest at % per month or the maximum permitted by law, whichever is lower.

Term and Termination

The term of this Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that is publicly available through no fault of the receiving party or that is rightfully received from a third party without restriction.

The receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees and subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) employ reasonable safeguards to protect Confidential Information. Confidential obligations survive termination for a period of years.

Intellectual Property; Data Rights

Client retains ownership of all pre-existing data, source materials and intellectual property provided to Contractor. Contractor grants Client a non-exclusive, perpetual, worldwide license to any translated mapping deliverables produced solely for Client under this Agreement, subject to Client's payment obligations. Contractor retains ownership of its tools, algorithms and workflow methodologies; no transfer of underlying software source code is implied by this Agreement.

Data Security and Handling

Contractor shall implement commercially reasonable technical and organizational measures to protect Client Data from unauthorized access, alteration or loss. Contractor shall notify Client promptly upon becoming aware of any security incident affecting Client Data and shall cooperate in remediation.

Representations, Warranties and Limitation of Liability

Each party represents that it has the authority to enter this Agreement. Contractor warrants that deliverables will materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days following delivery; Contractor's sole obligation shall be to remedy nonconforming deliverables at its expense. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims resulting from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense and settlement thereof.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. The parties agree that any action arising out of this Agreement shall be brought in the state or federal courts located in the county of .

Entire Agreement; Amendment

This Agreement, including any exhibits and incorporated specifications, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall be binding.

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