Business Plants Document

BUSINESS PLANTS AGREEMENT

This Business Plants Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: and Supplier Name: .

RECITALS

WHEREAS, Supplier is engaged in the business of cultivating, supplying, and maintaining live plants, trees, shrubs, and related horticultural items and possesses the expertise, facilities, and labor necessary to supply and, if applicable, maintain such plants; and

WHEREAS, Client desires to procure certain plants and related services from Supplier for Client's business premises and desires the parties to set forth their respective rights and obligations in writing; and

WHEREAS, the parties intend this Agreement to govern the supply, delivery, installation, and optional maintenance of the plant materials described in the Scope of Work and Plant Inventory Schedule below.

SCOPE OF WORK

Supplier shall supply, deliver, and, if selected, install and/or maintain the plant materials described in the Plant Inventory Schedule. Services performed by Supplier shall conform to industry standards and the specifications set forth in this Agreement. Specific tasks, milestones, and service levels must be described below.

PLANT INVENTORY SCHEDULE

The initial plant inventory shall be documented as follows. If additional items are included, attach an addendum that becomes part of this Agreement.

PAYMENT TERMS

Client shall pay Supplier the total Contract Amount as set forth below. Payments shall be made in accordance with the schedule specified. All payments are due in United States dollars unless otherwise agreed in writing.

If any payment is not received within days after the due date, Client shall pay a late fee equal to per month on the overdue balance, or the maximum amount permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon written notice delivered no fewer than days prior to the intended termination date. Termination for material breach may be effective immediately upon written notice if the breaching party fails to cure within a commercially reasonable cure period of not less than 10 days after receipt of notice.

Upon termination, Client shall pay Supplier for all work performed and plant materials delivered through the effective date of termination. Unless otherwise agreed, Client is responsible for reasonable costs incurred by Supplier for removal, disposal, or remediation of plant materials following termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other relating to pricing, trade secrets, supplier lists, plant sourcing techniques, maintenance protocols, or other business information that is marked confidential or that, by its nature, should reasonably be understood to be confidential. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except to its employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information only to perform obligations under this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except for trade secrets which shall remain protected for so long as they retain trade secret status under applicable law.

WARRANTIES; CARE AND MAINTENANCE

Supplier warrants that plants delivered under this Agreement shall conform to the species, size, and general health standards agreed upon at delivery. Except as expressly provided in this Agreement, Supplier DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Where maintenance services are provided, Supplier's obligations shall be limited to the specific routine care set forth in the Scope of Work. Client acknowledges that plant survival depends in part on environmental factors and Client's cooperation; Supplier shall not be responsible for loss caused by neglect by Client, acts of God, vandalism, or conditions outside Supplier's reasonable control.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party’s negligence, willful misconduct, or material breach of this Agreement. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, or punitive damages.

GOVERNING LAW

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. Any dispute arising under this Agreement shall be resolved in the courts located in that state, unless the parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT

This Agreement, including any schedules and addenda executed by the parties, 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, modification, or waiver of any provision shall be effective unless in writing and signed by both parties.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Notices: All notices required 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 to the other.

Sign Now