Business Document Terra Pines

BUSINESS AGREEMENT — TERRA PINES

This Business Agreement ("Agreement") is made effective as of by and between the parties identified below.

WHEREAS

WHEREAS, Party A is engaged in the business of providing professional services and expertise related to the Terra Pines project, including but not limited to consulting, operations planning, and implementation of specified deliverables; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement and Party A agrees to perform such services under the terms and conditions set forth herein.

SCOPE OF WORK

Party A shall perform the services and deliver the work product described below. The scope may be amended only by written change order signed by authorized representatives of both parties.

PAYMENT TERMS

Party B shall pay Party A for the services and deliverables in accordance with the compensation schedule set forth below. All amounts are stated in United States dollars.

Invoices shall be submitted by Party A in accordance with the payment schedule. Payment is due within days of invoice receipt unless otherwise agreed in writing. Accepted payment methods shall be specified in writing by mutual agreement.

Late payments will incur interest at a rate of % per month (or the maximum rate permitted by law, if lower), calculated from the due date until paid in full. In addition to interest, Party A may suspend performance if invoices remain unpaid for more than days after delivery of written notice of nonpayment.

TERM AND TERMINATION

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

Start Date: . End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach is not cured within days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary, or business information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) is rightfully received by the receiving party without restriction from a third party; (c) is independently developed by the receiving party without breach of this Agreement; or (d) is required to be disclosed by law or a court of competent jurisdiction, provided the disclosing party is given prompt written notice and an opportunity to seek protective measures.

Each party shall: (i) protect the other's Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, and (ii) use Confidential Information only for the purposes of performing under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

INDEMNIFICATION AND LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. Except for willful misconduct or breaches of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Except as otherwise set forth, the total aggregate liability of each party for direct damages under this Agreement shall not exceed the total amount paid or payable to Party A under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within days, the parties agree to submit the dispute to binding arbitration before a single arbitrator in the county where the governing state’s principal place of business is located, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement must be in writing and delivered to the addresses set forth above or as otherwise notified in writing.

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