Hedge Planting Agreement

HEDGE PLANTING AGREEMENT

This Hedge Planting Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client desires to engage Contractor to supply, plant and establish a living hedge at the property located at: (the "Site"); and

WHEREAS, Contractor represents that it has the experience, competence, equipment and personnel required to perform the planting and initial establishment work in accordance with accepted horticultural and industry standards; and

WHEREAS, the parties desire to reduce their agreement to writing containing the terms and conditions that will govern the relationship between them.

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment and supervision necessary to complete the planting described below in a workmanlike manner and in accordance with applicable local codes, ordinances and accepted horticultural practice. Specific tasks include procurement of plant material, soil preparation, planting, initial watering, staking, mulching and one visit for post-planting inspection.

PAYMENT TERMS

Client shall pay Contractor for performance of the Work in accordance with the following terms.

Late payments shall accrue interest at per month (or the maximum permitted by law, if lower), with a minimum late charge of . Client shall also be responsible for reasonable collection costs, including attorneys' fees, arising from collection of overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until completion of the Work or until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receiving written notice. Termination for convenience by Client requires days' prior written notice and payment for Work performed and committed costs.

Neither party shall be liable for delays or failures to perform caused by acts beyond its reasonable control, including but not limited to severe weather, strikes, shortages of plant material, or government actions; provided, however, that the affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance.

CONFIDENTIALITY

Each party shall hold confidential all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party, (ii) was rightfully known to the receiving party prior to disclosure by the disclosing party, or (iii) is rightfully received from a third party without a duty of confidentiality. The receiving party shall not disclose Confidential Information to any third party except to its employees, agents, subcontractors or advisors who need to know such information and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

WARRANTIES, MAINTENANCE AND REPLACEMENT

Contractor warrants that plant material supplied shall be true to species and in healthy, viable condition at the time of planting. Except as expressly provided in this Agreement, Contractor makes no other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

Contractor agrees to replace, without additional charge, plants that fail due to mortality attributable to planting or initial establishment practices within months following the date of planting, provided Client has complied with recommended maintenance and provided Contractor written notice within fifteen (15) days of discovery of such failure.

INSURANCE AND INDEMNIFICATION

Contractor shall maintain commercial general liability insurance covering the Work with limits of not less than and shall provide proof of such insurance upon request. Contractor shall defend, indemnify and hold harmless Client from and against all claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence or willful misconduct in the performance of the Work.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written, relating to the subject matter hereof. Any amendment or modification to this Agreement must be in writing and signed by 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 obligations under this Agreement without the prior written consent of the other, except that Contractor may assign to a successor entity in connection with a sale of substantially all of its assets.

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