Agritech Consulting Agreement

AGRITECH CONSULTING AGREEMENT

This Agritech Consulting Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address:

and Consultant Name: with principal address:

Recitals

WHEREAS, Client engages in agricultural operations and technology deployment and desires to retain Consultant to provide expertise in precision farming, crop analytics, and agritech implementation; and

WHEREAS, Consultant represents that it has professional experience and technical capability to perform the consulting services described in this Agreement and is willing to provide such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Consultant shall provide consulting services and deliverables as described below. Consultant shall perform the services in a professional and workmanlike manner consistent with industry standards for agritech consulting.

Payment Terms

Client shall pay Consultant for services and deliverables in accordance with the following payment terms. All fees are exclusive of taxes unless otherwise stated. Consultant shall submit written invoices in accordance with the invoice schedule below.

Client shall reimburse Consultant for preauthorized, reasonable, and necessary out-of-pocket expenses incurred in connection with the performance of services. Reimbursable expenses must be supported by receipts and itemized on Consultant's invoice.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Upon termination, Consultant shall deliver to Client work product completed to the date of termination and Client shall pay Consultant for services performed and approved expenses through the date of termination in accordance with the Payment Terms.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence all Confidential Information disclosed by the other party (the Disclosing Party). "Confidential Information" includes business plans, farm data, technical specifications, software, models, analytics, and other proprietary information disclosed in tangible or intangible form. Confidential Information does not include information that: (a) was in the public domain at the time of disclosure; (b) becomes part of the public domain through no fault of the Receiving Party; (c) was known to the Receiving Party prior to disclosure as shown by written records; or (d) is rightfully received by the Receiving Party from a third party without restriction.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall limit disclosure to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

Consultant retains ownership of all preexisting intellectual property and tools used in performing the services. Subject to Client's payment of all fees due, Consultant assigns to Client all right, title, and interest in and to the specific deliverables and work product developed solely for Client under this Agreement; provided, however, that Consultant grants Client a nonexclusive, royalty-free license to Consultant's preexisting materials incorporated into deliverables to the extent necessary to use the deliverables for Client's internal agricultural operations. Any open-source or third-party components remain subject to their respective licenses.

Warranties; Disclaimers

Consultant warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client acknowledges that agronomic outcomes cannot be guaranteed and that recommendations are based on available data and reasonable professional judgment.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may provide in writing in accordance with this section.

Entire Agreement

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

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