I work for an small consulting firm, and we have been collecting and storing spatial data for a client. We have also created many reports and map products, via mxd files. We have a contract that states that:

"During the term of this Agreement and for a period of 2 years after the expiry or termination of this Agreement the Contractor agrees to allow access and to arrange for access to (2) all Technical Material pertaining to the performance of the Services".

And here is the definition of Technical Material": “Technical Material” means, to the extent it relates to the Services, models, software (including source code and object code versions), information, design concepts, audio, video, photographs, images, drawings (including "as built" drawings), programs, schedules, manuals, diagrams, graphs, charts, projections, specifications, sketches, estimates, records, correspondence, reports, files, concepts, accounts, plans, formulae, calculations, designs (including structural, mechanical, electrical and instrumentation designs) in any medium (including 2 dimensional and 3 dimensional computer assisted designs), methods, techniques and processes, including all copies of and extracts from them and data stored by any means.

We have recently been asked to pass on the data we have collected so far and the map files, so that another company can update the maps from now on. We have sent them the file geodatabase, but we are reticent to share our mxd or layer packages seeing that the contents of these contain our "trademark" colors, line styles, custom symbols etc.

After providing the file geodatabase, the client has asked the mxd files, and we are having an internal discussion on whether or not our mxd files are included in what is termed "technical material".

Does anyone have past experience with this kinda conundrum? Or an opinion?

  • 3
    This is an issue for a lawyer, not random individuals on the Internet, but I expect you're going to lose this one if you try to litigate it. You can certainly run a script to strip proprietary information from the map rules, but with that boilerplate, I'd expect your lawyer, once they understand the situation, to say that the MXDs belong to the customer.
    – Vince
    Apr 29, 2019 at 20:34
  • 2
    The language states all files, methods, techniques and processes, including all copies of and extracts from them and data stored by any means. It seems clear that the MXDs would belong to the client.
    – GBG
    Apr 29, 2019 at 21:09
  • 1
    please seek legal advice on this topic as noted from other community members.
    – Mapperz
    Apr 29, 2019 at 21:19
  • Charge them for map packaging (without this mxds are garbage). This might change their stance.
    – FelixIP
    Apr 30, 2019 at 4:04

1 Answer 1


Yes, I agree with Vince in the comment above. Your lawyer is probably going to tell you that you have to give them the MXD. If you wanted to exclude your custom symbology you would have had to do that in signing that contract. Now it's too late. But perhaps if you ask nicely, the client may agree to drop those out.

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