Business Agreement Agricola Cerro Prieto

BUSINESS AGREEMENT AGRICOLA CERRO PRIETO

This Business Agreement ("Agreement") is made effective as of Effective Date: by and between Party A Name: and Party B Name: .

WHEREAS

WHEREAS, Party A is engaged in agricultural production and management services and owns or operates the Cerro Prieto farming operations and related assets; and

WHEREAS, Party B possesses expertise, equipment, or capital for supplying specified goods, services, or financing necessary for Party A's production or distribution activities; and

WHEREAS, the parties wish to set forth the terms and conditions under which Party B shall provide the agreed scope of work and Party A shall compensate Party B.

SCOPE OF WORK

Party B shall perform the services described above in a professional manner in accordance with industry standards applicable to agricultural production, handling, processing, storage, and transport as relevant. Any changes to the scope of work must be made in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Payments shall be made in the currency of the contract amount and delivered in accordance with the payment schedule. Overdue amounts shall accrue interest at the agreed late payment rate above, calculated monthly from the date due until paid. The parties acknowledge that any withholding or deduction required by applicable law shall be handled in accordance with applicable legal requirements and the paying party shall provide evidence of such withholding if applicable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Either party may terminate without cause upon giving the notice period identified above. Termination will not relieve either party of obligations accrued prior to the effective date of termination, including payment for work performed and obligations that by their nature survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to technical, financial, agronomic, and business information.

Each receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, advisors, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates with reasonable efforts to obtain confidential treatment or a protective order.

The obligations of confidentiality shall survive termination or expiration 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.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that performance will not violate any applicable law or contractual obligation. Party B represents that the services will be performed in a professional and workmanlike manner in accordance with applicable standards.

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

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, fraud, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, including loss of profits, arising out of or related to this Agreement, even if advised of the possibility of such damages. The aggregate liability of either party for direct damages shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above by hand, recognized courier, or certified mail and shall be effective upon receipt.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to its conflicts of law principles. The parties will attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, disputes shall be resolved by arbitration or litigation as elected by the prevailing party in accordance with the law of the governing jurisdiction as specified above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto, contains the entire understanding of the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets, provided that the assigning party remains liable for performance hereunder unless otherwise agreed in writing.

The parties acknowledge that they have read and understood this Agreement and that each party has had the opportunity to obtain independent legal advice prior to execution.

Sign Now