Miscellaneous Fresh Lemon Document

MISCELLANEOUS FRESH LEMON DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: , by and between Client Name: ("Client"), and Supplier Name: ("Supplier").

WHEREAS

WHEREAS, Supplier is engaged in the cultivation, packing and wholesale distribution of fresh lemons and related produce and possesses the facilities and expertise to supply fresh lemons meeting the specifications agreed by the parties;

WHEREAS, Client desires to purchase fresh lemons from Supplier for resale or processing in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding product specifications, delivery, payment and confidentiality.

SCOPE OF WORK

Supplier shall provide fresh lemons and related services as described below. Supplier will comply with the product specifications, packing, grading and sanitary requirements stated in this Agreement.

PAYMENT TERMS

In consideration for the supply of goods and services under this Agreement, Client shall pay Supplier in accordance with the terms set forth below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Invoices shall be submitted by Supplier and are payable according to the Payment Schedule. Late payments shall accrue interest at the rate set forth above and Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause upon material breach by the other party if such breach is not cured within the notice period specified above. Termination for insolvency, bankruptcy, or repeated failure to deliver shall be immediate upon written notice.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted in this Agreement. "Confidential Information" includes non-public commercial terms, pricing, customer lists, crop management techniques, packing specifications, and other proprietary information disclosed in connection with the Agreement.

Obligations: The Receiving Party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict access to those employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein, and (iii) take reasonable measures to prevent unauthorized disclosure.

Exceptions: Confidential Information does not include information that (a) is or becomes public other than by the Receiving Party's breach, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information as required by law, provided it gives prompt notice to the Disclosing Party when permissible.

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 that, prior to commencing any litigation, they will attempt in good faith to resolve disputes through negotiation and, if unresolved, non-binding mediation.

MISCELLANEOUS

Entire Agreement: This Agreement (including all attached schedules and purchase orders that reference this Agreement) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law, subject to applicable limitations on liability set forth in any purchase orders.

NOTICES

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