Navigation Trail Map

NAVIGATION TRAIL MAP AGREEMENT

This Navigation Trail Map Agreement (the Agreement) is made and entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the business of producing cartographic materials, digital navigation aids, and trail maps, and possesses the skill, personnel, and technical resources necessary to prepare a Navigation Trail Map for the Client; and

WHEREAS, Client desires to retain Provider to prepare and deliver a Navigation Trail Map for the trail described below for the purposes of safe navigation, public guidance, maintenance planning, and related uses, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Provider and Client agree to the specifications, payment terms, confidentiality protections, and intellectual property arrangements set forth herein.

PROJECT IDENTIFICATION

SCOPE OF WORK

Provider shall prepare a Navigation Trail Map meeting the specifications and deliverables described below. Provider shall perform services in a professional manner consistent with industry standards for cartography and geospatial production.

Digital map files (GeoPDF, GeoTIFF, shapefiles)

Printed map set (specify quantity in scope)

Web tile service or MBTiles package

PAYMENT TERMS

Client agrees to pay Provider the total fee as set forth below in exchange for the deliverables and services described in the Scope of Work.

PROJECT SCHEDULE AND ACCEPTANCE

Provider shall commence work on or about and shall substantially complete the deliverables by , subject to adjustments for Client approvals and unforeseen field conditions.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date indicated above and shall terminate upon final acceptance of all deliverables by Client or on , whichever occurs first, unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. If Client terminates for convenience, Client shall pay Provider for all work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information marked confidential or, if unmarked, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to hold Confidential Information of the other in strict confidence, to use it only for performance under this Agreement, and not to disclose it to any third party except as required by law or with the disclosing party's prior written consent. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing tools, methodologies, raw geospatial data and intellectual property. Upon final payment, Provider grants Client a non-exclusive, perpetual, worldwide license to use, reproduce and distribute the final Navigation Trail Map deliverables for Client's internal and public navigation purposes. Any third-party datasets incorporated into the deliverables remain subject to the original third-party licenses; Client agrees to be bound by and comply with those third-party license terms.

LIABILITY AND INDEMNITY

Provider makes commercially reasonable efforts to ensure accuracy of mapping products but does not guarantee that the Navigation Trail Map is error-free. Client acknowledges the inherent risks of outdoor navigation. Provider's liability for any claim arising out of or related to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement. Neither party shall be liable for consequential, incidental, special or punitive damages. Client shall indemnify and hold Provider harmless from third-party claims arising from Client's use or distribution of the deliverables outside the scope of the granted license.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by Client at the time of execution. Any dispute arising under this Agreement shall be resolved in the courts located in that jurisdiction unless the parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

SIGNATURES

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