Miscellaneous Pumpkin Document

MISCELLANEOUS PUMPKIN DOCUMENT

This Agreement is entered into as of by and between Service Provider Name: with principal address: and Client Name: with principal address:

RECITALS

WHEREAS, Service Provider is engaged in the business of supplying specialty agricultural goods and related services, including but not limited to pumpkin cultivation, processing, and distribution, and represents that it has the expertise, personnel, and equipment necessary to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform certain pumpkin-related services on the terms and conditions set forth herein, and Service Provider is willing to perform such services in accordance with this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the complete understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Service Provider shall supply all labor, materials, equipment and supervision required to complete the work, except as expressly set forth in the Scope of Work.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices not paid within the Invoice Due Period shall incur the Late Fee and interest thereafter at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall be responsible for all reasonable costs of collection, including attorneys' fees, for past-due amounts.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least the number of days set forth in Notice Period for Termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice of the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, including business plans, pricing, customer lists, processes and trade secrets. Confidential Information excludes information that: (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. The receiving party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than reasonable care.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to rules governing choice of law. Any dispute arising under or related to this Agreement shall be resolved in the state or federal courts located in that State, and each party hereby submits to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a corporate reorganization or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing contained in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties.

Remedies: Except where otherwise limited herein, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

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