Miscellaneous Chicken Template

DOCUMENT NAME

Miscellaneous Chicken Template — General Business Agreement for the supply, care, transfer, or services related to live poultry, breeding stock, chicks, or associated goods and services. This Agreement sets forth the terms by which the parties deal with chickens as identified below.

Parties

Client Name:

Individual Corporation LLC Other:

Client Address:

Provider Name:

Individual Farm LLC Other:

Provider Address:

Recitals

WHEREAS, Client desires to obtain from Provider certain chickens, chicks, breeding stock, or related services as specified in this Agreement; and

WHEREAS, Provider represents that Provider is engaged in the business of raising, supplying, or providing services relating to chickens and has the experience, facilities, and legal authority to provide the goods and services described herein; and

WHEREAS, the parties wish to set forth the terms and conditions governing the transaction and the parties' respective rights and obligations.

Scope of Work

Specific deliverables, quantities, and timelines shall be as follows:

Payment Terms

Client shall pay Provider the fees described below in consideration for the goods and services delivered under this Agreement.

Deposit due on execution: ; Remaining balance due: payable .

Late payments shall accrue interest at or the maximum rate permitted by law, plus reasonable collection costs.

Term and Termination

This Agreement commences on and shall terminate on unless earlier terminated as provided herein.

Either party may terminate for convenience with written notice at least days prior to termination. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after written notice of breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, flock genetics, health records, pricing, buyer lists, and proprietary husbandry methods.

Each party shall (a) hold Confidential Information in strict confidence and take reasonable steps to protect it; (b) not disclose Confidential Information to third parties except to its employees, agents, or professional advisors on a need-to-know basis who are bound to confidentiality; and (c) use Confidential Information only to perform obligations under this Agreement. The obligations do not apply to information that is (i) publicly available through no breach by the receiving party, (ii) known prior to disclosure as evidenced by written records, or (iii) required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

Representations; Care and Health Warranties

Provider represents that, to the best of Provider's knowledge, animals delivered shall be fit for the intended purpose and free from communicable disease at the time of transfer, except as disclosed in writing. Any health warranty is limited to the time of delivery and does not extend to conditions resulting from post-delivery husbandry, transportation, or purchaser handling unless expressly agreed in writing.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other from third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR INDEMNIFIED CLAIMS AND WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PRIOR SIX MONTHS.

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 laws principles. The parties agree to attempt good faith negotiation to resolve disputes; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in a mutually agreed-upon location, with the arbitrator applying the governing law specified above.

Entire Agreement; Amendment

This Agreement, including its recitals and any written attachments or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior negotiations and agreements. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of 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. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship except as expressly stated. Headings are for convenience and do not affect interpretation.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands it, and agrees that it is binding upon its authorized representatives.

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