Orchard Pricing Quote

ORCHARD PRICING QUOTE

Parties and Identification

Quote Number:   |   Quote Date:   |   Valid Until:

Recitals

WHEREAS, Provider: is engaged in the business of providing orchard management, supply, and related services; and

WHEREAS, Client: desires to procure certain orchard services and goods from Provider as set forth in this Orchard Pricing Quote; and

NOW, THEREFORE, Provider submits this pricing quote and proposed agreement of services on the terms and conditions contained herein.

Scope of Work

Provider shall supply the goods and perform the services described below at the locations identified by Client. Details and specifications shall control where they are expressly stated below.

Itemized Pricing

List individual line items, quantities, unit pricing and line totals. If additional items are required, a written change order will be issued per the change order provision below.

Subtotal: $    Sales Tax (if applicable): $    Total: $

Payment Terms

Client agrees to pay Provider the Total set forth above in accordance with the schedule stated below. All amounts are expressed in U.S. dollars unless otherwise stated.

Late Payment: Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Quote and any resulting agreement commences on Start Date and continues until End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate for material breach if the breaching party fails to cure within the notice period set forth above. Termination for convenience by Client may be subject to payment for work performed and for reasonable demobilization costs.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential information shall not include information which is (a) publicly known through no breach hereof, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the other's confidential information.

The receiving party shall use confidential information only for performance of the obligations under this Quote. Upon termination or written request, the receiving party shall return or destroy confidential materials as directed by the disclosing party.

Change Orders and Additional Work

Any change to the Scope of Work or pricing must be authorized in writing by both parties via a Change Order. Provider shall not be required to proceed with out-of-scope work without a mutually executed Change Order that specifies any revised compensation and schedule.

Indemnity and Limitation of Liability

Each party shall indemnify the other against claims arising from its negligent acts or willful misconduct in connection with the performance of this Quote. Except for liability arising from gross negligence or willful misconduct, Provider's aggregate liability shall not exceed the Total amount actually paid by Client for the applicable Work under this Quote.

Governing Law; Entire Agreement

This Quote and any resulting agreement shall be governed by and construed in accordance with the substantive laws of the governing state selected by the parties. Any dispute arising under or related to this Quote shall be resolved according to such laws without regard to choice-of-law principles.

This Quote, together with any executed Change Orders and attachments, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior proposals, negotiations, and agreements, whether written or oral.

Acceptance

By signing below, Client accepts this Orchard Pricing Quote and authorizes Provider to proceed in accordance with the Scope of Work, Payment Terms, and other provisions set forth above. This Quote shall become binding when signed by both parties.

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