Pesticide Supply Agreement

PESTICIDE SUPPLY AGREEMENT

This Pesticide Supply Agreement ("Agreement") is made effective as of by and between Supplier Name: and Buyer Name: .

RECITALS

WHEREAS, Supplier manufactures, imports, or otherwise supplies pesticide products that are registered, labeled, and approved for sale and distribution in the jurisdictions where delivery is made; and

WHEREAS, Buyer desires to purchase and obtain a supply of specified pesticide products under the terms and conditions set forth herein, and Supplier is willing to supply such products in accordance with this Agreement; and

WHEREAS, the parties intend that all deliveries, handling, labeling and use of supplied products comply with applicable pesticide regulatory requirements, product labeling, and good distribution practices.

SCOPE OF WORK

PAYMENT TERMS

Unit Price per Product: $    Estimated Quantity: units

Invoices shall be submitted to Buyer at:

Late Payment Fee: If any undisputed amount is not paid within days after the invoice due date, interest shall accrue at or the maximum rate permitted by law, whichever is less.

DELIVERY, ACCEPTANCE, AND QUALITY

Delivery Terms: Supplier shall deliver Products in accordance with the schedule set forth in the Scope of Work. Title and risk of loss shall pass to Buyer upon delivery at the Delivery Location unless otherwise agreed in writing.

Inspection and Acceptance: Buyer shall inspect shipments within days of receipt. If nonconforming Products are discovered, Buyer must provide written notice describing the nonconformity. Supplier shall, at its option, replace or refund the nonconforming Products within days at Supplier's expense.

COMPLIANCE WITH LAWS AND LABELING

Supplier represents and warrants that all Products delivered under this Agreement shall comply with all applicable pesticide statutes and regulations, be properly registered or otherwise legally marketable for the intended use in the jurisdiction of delivery, and be packaged and labeled in accordance with governing labeling requirements.

Buyer shall use, store and dispose of Products in accordance with product labels and applicable laws, and shall not alter labeling or repack Products in a manner inconsistent with regulatory requirements.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure the breach within days after receipt of notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other relating to formulations, trade secrets, technical data, pricing, customer lists and other proprietary business information, whether disclosed orally, visually or in writing.

Obligations: The receiving party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own similar confidential information, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that is or becomes public without breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

INDEMNITY AND LIMITATION OF LIABILITY

Indemnity: Supplier agrees to indemnify, defend and hold harmless Buyer and its affiliates from and against third-party claims arising out of Supplier's breach of its representations or defects in the supplied Products, provided Buyer gives prompt written notice of any claim and permits Supplier to control the defense and settlement thereof.

Limitation of Liability: Except for liability resulting from willful misconduct, fraud, or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the aggregate amounts actually paid by Buyer to Supplier under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to its conflict of law principles.

ENTIRE AGREEMENT AND AMENDMENT

Entire Agreement: This Agreement, including any exhibits, schedules and purchase orders expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or organizational action.

SIGNATURES

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