Farming Business Blueberry Farms Document

FARMING BUSINESS BLUEBERRY FARMS AGREEMENT

Parties

Producer Name:

Service Provider / Buyer Name:

Recitals

WHEREAS, Producer operates blueberry cultivation, harvesting, and post-harvest handling operations on land under its control and desires to secure specified services and/or supply arrangements for the cultivation, harvest and sale of blueberry crop; and

WHEREAS, Service Provider has the expertise, equipment, and personnel to provide agronomic, harvesting, packing, storage, transportation and/or marketing services for blueberry production and desires to perform such services and, where applicable, purchase or facilitate the sale of harvested fruit under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Payment Terms

Total Contract Price: $

Payment Due Days After Invoice: days

Late Fee: (applied to overdue balances)

Taxes and Withholding: Each party is responsible for its own taxes. Any required withholding shall be calculated and remitted by the paying party in accordance with applicable law.

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for convenience upon giving written notice at least days prior to the intended termination date. Termination for cause may be effected immediately upon written notice if a material breach is not cured within days of receipt of written notice of breach.

Upon termination, the parties shall reconcile all amounts due for services performed and product delivered through the effective date of termination. Producer shall retain title to fruit and crops as specified in the Scope of Work and in accordance with the delivery and payment provisions set forth above, unless otherwise agreed in writing.

Confidentiality

Each party will treat as confidential all non-public business, technical, operational and financial information disclosed by the other party in connection with this Agreement. Confidential Information excludes information that (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and the disclosure is limited to the extent possible.

The receiving party shall not use Confidential Information for any purpose other than performance under this Agreement and shall restrict disclosure to employees, agents, subcontractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Insurance and Indemnification

Service Provider shall maintain commercial general liability insurance, automobile liability insurance (if vehicles are used), and workers' compensation as required by law. Minimum coverage shall be specified by the parties as follows: Commercial General Liability $ per occurrence.

Each party indemnifies and holds harmless the other party from third-party claims arising out of its negligent acts, omissions or willful misconduct in performing obligations under this Agreement, except to the extent such claims are caused by the indemnified party's negligence or willful misconduct.

Warranties; Quality Standards

Producer warrants that, at the time of delivery, fruit supplied will conform to the quality, size and grading standards set forth in the Scope of Work. Service Provider warrants that services will be performed in a workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, no party makes any other warranty, express or implied.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt negotiation in good faith of any dispute, and if unresolved, to submit the dispute to binding arbitration in the county where Producer's principal place of business is located, unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

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

Miscellaneous Provisions

Force Majeure: Neither party shall be liable for delay or failure of performance due to causes beyond its reasonable control, including but not limited to acts of God, storms, floods, labor disputes, pandemics, governmental acts, or other similar events. A party asserting force majeure will provide prompt notice to the other party and take reasonable steps to mitigate the effect of the event.

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