Plantaciones Document Template

Plantaciones Document Template

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , whose primary address is , and Contractor Name: , whose primary address is . Collectively the "Parties".

WHEREAS

WHEREAS, Client operates agricultural plantation operations (plantaciones) and requires cultivation, maintenance, harvest and related services described herein; and

WHEREAS, Contractor represents that it has the personnel, equipment and expertise necessary to perform planting, maintenance, integrated pest management, fertilization, irrigation oversight and harvest services in accordance with applicable environmental and labor regulations; and

WHEREAS, the Parties desire to set forth the terms, performance standards, payment and other obligations governing the provision of such services.

SCOPE OF WORK

PAYMENT TERMS

Payments shall be due within days of invoice. Late payments shall incur interest at the lesser of (i) per month or (ii) the maximum allowed by law, plus a late fee of .

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Either Party may terminate for material breach if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment for services performed and costs reasonably incurred.

CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical, financial, and operational information clearly designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly includes planting schedules, varietal specifications, yield projections, soil analysis reports and personnel records.

The receiving Party shall (i) hold Confidential Information in confidence using at least the same standard of care it uses to protect its own confidential information but no less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information only to perform its obligations under this Agreement. The obligations of confidentiality shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

INSURANCE, COMPLIANCE AND INDEMNITY

Contractor shall maintain at its expense commercial general liability insurance, workers' compensation and automobile liability insurance customary for the industry and with limits of not less than per occurrence, naming Client as an additional insured where applicable. Contractor shall comply with all applicable environmental, labor and safety laws in connection with performance.

Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's negligence, willful misconduct or breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of , without regard to its choice-of-law principles. The Parties submit to the exclusive jurisdiction of the courts located in that state for any disputes arising under or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in a writing signed by duly authorized representatives of both Parties.

ADDITIONAL PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties acknowledge that monetary damages may be insufficient to remedy a breach of the confidentiality provisions and that the aggrieved Party may seek injunctive relief in addition to other remedies.

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