Location Plants Template

LOCATION PLANTS AGREEMENT

This Location Plants Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with Address: and Service Provider Name: with Address: .

WHEREAS

WHEREAS, Client controls the premises at Location Address: (the "Premises") and desires the placement and maintenance of live plants for aesthetic, air-quality or functional purposes; and

WHEREAS, Provider is engaged in the business of supplying, delivering, installing and maintaining living plants and related plant care services and possesses the personnel, equipment and insurance necessary to perform the services described herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will supply, place and maintain the plants at the Premises.

SCOPE OF WORK

Provider shall deliver, install and position plant materials in locations reasonably designated by Client and agreed in writing. Delivery is expected on or about . Provider will provide planting containers, soil, trays and fastening hardware specified in the Scope of Work. All materials remain subject to the terms below regarding ownership and care.

MAINTENANCE AND CARE

PAYMENT TERMS

Invoices are due within days of invoice date. Overdue amounts shall incur a late fee of % per month or the maximum permitted by law, whichever is less. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within 15 days of written notice of such breach. Upon termination, Provider shall remove the plants within days unless otherwise agreed; Client shall provide reasonable access for removal.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement, including plant lists, pricing, site plans, maintenance schedules and proprietary methods ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, or which is independently developed without use of Confidential Information. A receiving party may disclose Confidential Information to comply with a legal obligation, provided the receiving party promptly notifies the disclosing party to permit a protective order or other remedy. The obligations in this Section survive termination for a period of three (3) years.

OWNERSHIP AND RISK

Unless otherwise expressly agreed in writing, Provider retains title and ownership of all plants, containers and mounting hardware supplied by Provider. Client shall not remove, relocate, or damage plants except as authorized by Provider. Risk of loss or damage arising from Client's negligence or misuse shall be borne by Client, and Client shall reimburse Provider for repair or replacement costs at Provider's standard rates.

INSURANCE, INDEMNITY AND COMPLIANCE

Provider shall maintain commercial general liability insurance and worker's compensation as required by law and name Client as additional insured where reasonable. Each party shall indemnify and hold harmless the other from claims arising from its own negligence or willful misconduct in connection with this Agreement. Both parties shall comply with applicable laws and codes in performing their obligations.

REMEDIES; LIMITATION OF LIABILITY

Except for payment obligations and breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect, special or punitive damages. The maximum aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amount paid or payable under this Agreement in the six (6) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements, proposals and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

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 this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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