Agricultural Irrigation Agreement

AGRICULTURAL IRRIGATION AGREEMENT

This Agricultural Irrigation Agreement (the Agreement) is entered into on by and between:

RECITALS

WHEREAS, Landowner is the legal owner of agricultural property located at (the Property) and possesses the land and water access necessary for irrigation; and

WHEREAS, Provider is duly qualified and experienced to supply, install, maintain, and operate irrigation systems and to manage scheduled water deliveries for agricultural purposes on the Property; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide irrigation services to the Property.

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment, supervision, and management necessary to perform irrigation services as described below. Services shall include planning, installation, operation, monitoring, maintenance, repairs, and recordkeeping as required to deliver water in accordance with the irrigation schedule and performance standards set forth by the parties.

PAYMENT TERMS

As compensation for the services performed under this Agreement, Landowner shall pay Provider in accordance with the amounts and schedule set forth below. All payments are due in United States Dollars and are exclusive of applicable taxes unless otherwise stated.

Late payments shall bear interest at the lesser of (a) the rate of per month or (b) the maximum rate permitted by applicable law, measured from the date payment is due until paid. Provider may suspend services for payments past due after providing written notice as required under Term and Termination.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice identifying the breach. Provider may also suspend services immediately if Landowner fails to make payments when due or if continued performance would violate applicable law or create an imminent safety hazard.

WATER DELIVERY, METERING, ACCESS AND MAINTENANCE

Provider will use commercially reasonable efforts to deliver water in accordance with the irrigation schedule agreed in the Scope of Work. Landowner shall provide Provider with access to the Property and any necessary rights-of-way, and shall not interfere with Provider's equipment or operations.

Metering responsibility (select applicable): Landowner Provider

Provider shall maintain irrigation equipment in good working order. Any damage to irrigation infrastructure caused by Provider's negligence shall be repaired at Provider's expense. Normal wear and tear and damage caused by third parties or weather events are Landowner's responsibility unless otherwise agreed in writing.

INSURANCE, LIABILITY AND INDEMNIFICATION

Provider shall maintain commercial general liability insurance and worker's compensation insurance as required by applicable law for the duration of this Agreement. Provider is responsible for claims arising from Provider's negligent acts or omissions. Each party shall indemnify and hold harmless the other from third-party claims arising from that party's breach, negligence, or willful misconduct, subject to applicable law and any contractual limitations on liability set forth herein.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential information from the other party. Confidential Information means non-public business, technical, operational, or financial information marked as confidential or that, by its nature, should reasonably be considered confidential. A receiving party shall: (a) protect the Confidential Information using the same care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information shall not include information that is or becomes publicly available other than by breach of this provision, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without confidentiality obligations.

COMPLIANCE WITH LAW

Each party shall perform its obligations in compliance with all applicable federal, state, and local laws, regulations, and permits pertaining to water use, environmental protection, worker safety, and agricultural operations. Provider shall obtain and maintain any licenses or permits required for the provision of irrigation services.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration or in the courts located in the county agreed upon by the parties:

ENTIRE AGREEMENT; AMENDMENT

This Agreement and any exhibits or attachments constitute the entire agreement between the parties with respect to its subject matter and supersede all prior or contemporaneous oral or written agreements, representations, and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or to such other address as each party designates by written notice. Notices are effective upon personal delivery, confirmed delivery by courier, or three business days after deposit with the U.S. postal service when sent by certified mail.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other right or subsequent breach. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

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