Subdivision Codes Document

SUBDIVISION CODES DOCUMENT

This Subdivision Codes Document (the Agreement) is made effective as of between the parties identified below.

Parties

RECITALS

WHEREAS, Party A intends to create, register and maintain a subdivision known as within the municipality of ; and

WHEREAS, Party B possesses the technical capacity to develop, assign and manage a standardized coding system for lots, blocks and related subdivision elements and has agreed to provide such services pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Party B shall create, assign and deliver a definitive set of subdivision codes for the Project. Codes shall uniquely identify parcels, blocks, phases and related features and shall include a documented format, sequence rules, and an administrative register. Services include generation, documentation, delivery of a machine-readable file, and up to two rounds of revisions as specified below.

CODE SPECIFICATION

The Parties agree the standard code format will be composed as follows: Prefix: Separator: Numeric sequence start: Digit length:

Example code (illustrative):

Party B warrants that codes will be unique within the defined subdivision boundary and will conform to the format and sequence rules set forth herein. Party B will maintain a register documenting each assigned code, date assigned and the corresponding parcel/legal description.

DELIVERABLES & ACCEPTANCE

PAYMENT TERMS

In consideration for the services, Party A shall pay Party B the total sum of (USD).

Late payments shall incur interest at the rate of on the outstanding balance, and Party B may suspend delivery until outstanding invoices are paid in full.

TERM AND TERMINATION

This Agreement commences on and shall terminate on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice. Termination shall be without prejudice to rights accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including code registers, parcel mappings and proprietary format specifications. Each receiving party shall (i) hold such Confidential Information in strict confidence, (ii) use it only for performance of this Agreement, and (iii) not disclose it to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. The receiving party may disclose Confidential Information when compelled by law, provided it gives prompt written notice to the disclosing party and reasonably cooperates to seek protective measures.

INTELLECTUAL PROPERTY & LICENSE

Subject to payment in full, Party B grants Party A a non-exclusive, perpetual, royalty-free license to use the assigned subdivision codes solely for identification, mapping, permitting and recordation of parcels within the defined subdivision. Party B retains ownership of any pre-existing tools, methodologies and documentation, but grants Party A a limited license to use delivered documentation for the Project. Any reuse or resale of code registers beyond the defined subdivision requires Party B's prior written consent.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify the other from third-party claims arising from its gross negligence or willful misconduct in performing this Agreement. Except for indemnification obligations or liability arising from willful misconduct, neither party's aggregate liability shall exceed the total fees paid under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for incidental or consequential damages.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

This Agreement, including all attachments and exhibits executed contemporaneously, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to execute such further instruments and take such further actions as may be necessary to effectuate the purposes of this Agreement.

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