Farming Signatories Agreement

Farming Signatories Agreement

This Farming Signatories Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Farm Operator operates or manages agricultural land, equipment and production activities at (the Farm), and possesses knowledge, equipment and personnel necessary for agricultural operations;

WHEREAS, Signatory is authorized by one or more stakeholders to sign, acknowledge, request or authorize actions on behalf of certain farm-related matters, including but not limited to harvest acceptance, delivery authorizations, product release, and farm access; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term and other terms that will govern the rights and obligations of the parties with respect to signatory authorities and associated farm services.

Scope of Work

The Signatory will perform the following activities on behalf of the Farm Operator as authorized below. The Signatory's authority is limited to the actions specifically described and does not extend to third-party contracting without prior written consent.

Payment Terms

In consideration for the services and authorities granted, the Farm Operator shall pay the Signatory the amounts and according to the schedule set forth below. Unless otherwise specified, amounts are payable in lawful currency on the dates specified. Parties acknowledge that payment obligations are separate from any indemnity or liability obligations.

Term and Termination

This Agreement commences on the Start Date and continues through the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing written notice to the other party not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public business, technical, financial, operational and agricultural information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, in writing or electronically, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

The Receiving Party shall: (a) use Confidential Information only for the purposes of performing under this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Indemnification and Insurance

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party's gross negligence, willful misconduct or breach of this Agreement. The Farm Operator shall maintain liability insurance covering farm operations in an amount customary for comparable operations; upon request, the Farm Operator will provide evidence of coverage.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of law principles.

Entire Agreement

This Agreement, including any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations and communications, whether written or oral. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

Representations and Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual signing on behalf of a party is duly authorized to do so.

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