Aquaculture Business Document

AQUACULTURE BUSINESS AGREEMENT

This Aquaculture Business Agreement (the Agreement) is entered into as of by and between:

Client Name:    Entity Type: Individual Corporation LLC

Service Provider Name:    Entity Type: Individual Corporation LLC

WHEREAS

WHEREAS, Client operates aquaculture facilities and desires to obtain services for the cultivation, husbandry, and harvest of aquatic species (the Project); and

WHEREAS, Service Provider represents that it possesses the technical expertise, personnel, equipment, permits, and insurance necessary to perform aquaculture services, including but not limited to site assessment, stocking, feeding, monitoring, disease management, and harvest support; and

WHEREAS, Client and Service Provider desire to set forth the terms and conditions under which the services will be performed.

SCOPE OF WORK

Service Provider shall perform the services described in this Section and any attached schedules. Services shall include, without limitation, the following principal activities and deliverables:

The Service Provider shall perform work in accordance with accepted aquaculture practices and applicable permits. Any changes to the scope must be authorized in writing by both parties in a Change Order signed by authorized representatives.

PAYMENT TERMS

Deposit Required:    Final Payment Due:

Late Payment Fee: Interest at per month on overdue balances, together with all collection costs and reasonable attorneys' fees incurred by the non-paying party.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for cause may be effected by the non-breaching party if the breaching party fails to cure a material breach within thirty (30) days of written notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose or use any Confidential Information of the other party (Discloser) except as necessary to perform obligations under this Agreement. Confidential Information includes technical data, trade secrets, stock and broodstock information, grow-out data, financial terms, business plans, and any information designated as confidential. Confidentiality obligations shall survive termination for a period of years, except for trade secrets, which shall be held for so long as they remain trade secrets under applicable law.

Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed by Recipient without use of Discloser's Confidential Information.

INDEMNIFICATION & INSURANCE

Service Provider shall indemnify, defend, and hold harmless Client from and against any third-party claims arising out of Service Provider’s negligent acts, willful misconduct, or failure to comply with applicable permits, laws, or regulations in performing the Services. The parties shall maintain insurance appropriate to the risks of aquaculture operations, including general liability and workers' compensation coverage. Insurance limits and carrier shall be documented in Attachment A or by mutual written agreement.

COMPLIANCE WITH LAWS AND PERMITS

Each party shall obtain and maintain, at its own expense, all permits, licenses and approvals required for its performance hereunder. Service Provider shall notify Client in writing of any permit noncompliance or environmental incidents within 24 hours of becoming aware thereof.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments and signed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral agreements, representations, and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

AUTHORITY AND CERTIFICATION

Each signatory below certifies that they are duly authorized to execute this Agreement on behalf of the party for whom they sign, that the party is bound by the terms herein, and that no further corporate authorization is required to render this Agreement enforceable.

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