Miscellaneous Windmill Palm Template

MISCELLANEOUS WINDMILL PALM TEMPLATE

This General Business Agreement (the Agreement) is made and entered into on this between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client engages in the management, development or improvement of real property and desires the supply, planting, and maintenance of windmill palm (Licuala grandis or similar) specimens for specified locations under the terms and conditions set forth in this Agreement;

WHEREAS, Contractor represents that it possesses the skill, experience, knowledge, personnel and equipment necessary to procure, transplant, and maintain windmill palm specimens in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the scope of work, payment obligations, confidentiality requirements and other material terms governing their relationship.

SCOPE OF WORK

Contractor shall perform the services described below (Services). Contractor will provide all labor, materials, equipment, supervision and incidental services necessary for the full and timely performance of the Services in accordance with the specifications, schedule and acceptance criteria set forth herein.

PAYMENT TERMS

The total contract amount for the Services shall be:

Invoices issued by Contractor shall be due and payable within days of receipt. Client shall pay undisputed amounts when due. Disputed amounts must be notified in writing within the invoice period and the parties shall use commercially reasonable efforts to resolve disputes promptly.

Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law, if lower), plus any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured after thirty (30) days' written notice, or immediately for insolvency, bankruptcy filing or refusal to perform.

Upon termination, Client shall pay Contractor for all Services performed and materials expended through the effective date of termination and any reasonable demobilization costs actually incurred.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any non-public information, data, plans, pricing, designs, specifications, customer lists or other materials designated as confidential or that reasonably should be understood to be confidential (Confidential Information) disclosed by the other party (the Disclosing Party). Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure; or (c) is independently developed without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only for the performance of this Agreement, shall limit access to those employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein, and shall take commercially reasonable measures to protect Confidential Information.

NOTICES

INDEMNIFICATION AND INSURANCE

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, willful misconduct or breach of this Agreement. Contractor shall maintain at its expense workers' compensation, commercial general liability and automobile liability insurance in commercially reasonable amounts and shall provide certificates of insurance upon request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt to resolve disputes in good faith prior to initiating litigation; nothing herein prevents either party from seeking injunctive relief when necessary to protect rights or property.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, agreements and understandings, whether written or oral. No modification, amendment or waiver of any provision shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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