Business Document Citricola

Business Document Citricola

This General Business Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: with Principal Address: and Service Provider Name: with Principal Address: .

WHEREAS

WHEREAS, Client requires certain goods and/or services related to agricultural produce distribution and commercial citrus-related operations and wishes to engage Service Provider to perform such services under the terms set forth herein;

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, equipment, and licenses to perform the services described in this Agreement in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their mutual rights and obligations in writing.

1. SCOPE OF WORK

Service Provider shall perform the services described below and any ancillary tasks reasonably necessary for completion. Services shall be performed in accordance with the schedules, specifications, and standards set forth in this Agreement.

2. PAYMENT TERMS

Client shall pay Service Provider for the performance of the Scope of Work in accordance with the compensation terms set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Any payment not received within days of its due date shall accrue interest at the lesser of or the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or business-sensitive information disclosed by one party to the other, whether oral, written, graphic, or electronic, including but not limited to financials, pricing, customer lists, processes, trade secrets, and operational data.

Receiving party shall (i) use Confidential Information only for the performance of this Agreement, (ii) restrict disclosure to those employees or consultants with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party in violation of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

5. REPRESENTATIONS; INDEMNIFICATION

Each party represents that it has the authority to enter into this Agreement and that its performance will comply with all applicable laws. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

Service Provider shall indemnify, defend, and hold harmless Client and its officers, directors, and employees from and against any third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from Service Provider's negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Service Provider to the extent such claims arise from Client's negligence or willful misconduct.

6. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental, special, punitive, or consequential damages, including loss of profits, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total amount paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

7. 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 designate by notice in accordance with this Section. Notice is effective upon personal delivery, three (3) business days after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, certified or registered, return receipt requested.

8. 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. Exclusive jurisdiction and venue for any action arising hereunder shall lie in the state and federal courts located within that jurisdiction, unless otherwise agreed in writing.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

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