Agricultural Farms Document

AGRICULTURAL FARM SERVICES AGREEMENT

This Agricultural Farm Services Agreement (the Agreement) is made on (the Effective Date) between:

PARTIES

RECITALS

WHEREAS, Farm Operator is engaged in the business of providing agricultural services, including but not limited to crop planting, cultivation, harvesting, equipment operation, pest and nutrient management, and other agronomic services at agricultural properties;

WHEREAS, Client owns or controls the agricultural land located at and desires to retain Farm Operator to perform the services set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Farm Operator will provide such services.

SCOPE OF WORK

Farm Operator shall provide all labor, equipment, and materials necessary to perform the services described in the Scope of Work, except as otherwise expressly set forth in writing. Farm Operator shall perform services in a professional manner consistent with industry standards and applicable agronomic practices.

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of the invoice date. All payments shall be made in United States dollars by the method specified:

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause by providing written notice at least days prior to the effective termination date. Upon termination, Client shall pay Farm Operator for all services performed and costs incurred up to the termination date.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any non-public information or materials disclosed by the other party (the Disclosing Party) that are designated 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 excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information where required by law, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful effort to limit or contest the scope of such disclosure.

INSURANCE, COMPLIANCE AND INDEMNITY

Farm Operator shall maintain at its expense general liability insurance, workers' compensation as required by law, and equipment insurance customary for services provided. Farm Operator shall provide proof of insurance upon Client's request. Farm Operator shall comply with all applicable environmental, agricultural, pesticide, and workplace safety laws and regulations in performing services.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) to the extent arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to any other address subsequently designated in writing. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered.

REPRESENTATIONS

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement do not and will not violate any other contract or legal obligation of such party.

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