Farmtrac Agreement

Farmtrac Agreement

This Farmtrac Agreement ("Agreement") is entered into as of Effective Date: by and between:

Provider Name:    Provider Contact:

Client Name:    Client Contact:

WHEREAS

WHEREAS, Provider is engaged in the manufacture, sale and maintenance of agricultural tractors, related implements, and field services (collectively, "Farmtrac Equipment and Services");

WHEREAS, Client desires to procure from Provider certain equipment, parts, services, and associated maintenance in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the scope, payment, confidentiality, and other terms governing the relationship between the parties.

Scope of Work

Provider shall supply and/or perform the following equipment, goods and services for Client in accordance with the specifications, delivery schedule, and performance standards set forth below:

Payment Terms

Total Contract Price: $ payable as set forth below.

Deposit Amount (if any): $    Balance Due Date:

Payment Terms: Payments are due within days of invoice receipt. Late payments shall incur a late fee of per month on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice provided at least days prior to the effective termination date. Material breach by either party that remains uncured for a period of days after written notice shall entitle the non-breaching party to terminate immediately.

Upon termination, Client shall pay Provider for all work performed, equipment delivered, and costs incurred through the termination date, together with any reasonable demobilization or restocking costs expressly set forth in this Agreement.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public technical, commercial, financial or business information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) use it only to perform obligations under this Agreement.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) was lawfully in Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. These obligations shall survive termination for a period of years.

Indemnification and Liability

Provider shall indemnify and defend Client from and against third-party claims arising from Provider's gross negligence or willful misconduct in performing services under this Agreement. Client shall indemnify Provider from and against claims arising from Client's misuse of equipment or failure to follow Provider's operational instructions. Neither party shall be liable for incidental, consequential, special or punitive damages except for liability arising from gross negligence, willful misconduct, or breach of confidentiality.

Insurance

Each party shall maintain insurance appropriate to its obligations hereunder, including commercial general liability and worker's compensation as required by applicable law, in amounts sufficient to cover its liabilities under this Agreement and shall provide certificates of insurance upon request.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, courier, or personal delivery and shall be deemed given upon receipt.

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. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in that State, unless the parties mutually agree in writing to alternative dispute resolution.

Entire Agreement

This Agreement, including any exhibits, attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties and agreements, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or purchaser of substantially all of its business relating to the subject matter hereof.

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