Sample Marketing Agreement

Marketing Agreement made on the between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Packer, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Association.

Whereas, Association has secured crop Agreements for numerous growers in ; and

Whereas, as a result of the mentioned Agreements, Association will market a large proportion of the crop of produced in ; and

Packer is in the business of handling, processing, and packaging and desires to secure an adequate and certain supply of for handling, processing, and packaging and to save the labor and expense of soliciting orders or Agreements from individual producers of ; and

Whereas, Association is empowered to buy and sell the of its members.

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Sale of Fruit

During the term of this Agreement, Association shall sell to Packer for handling, processing and packaging, in its plants and Packer shall purchase and accept from Association for handling, processing and packaging in its plants grown by members of the Association as follows:

A. All grown by members of the Association during the season as set forth and identified in Exhibit A attached and made a part of this Agreement.

B. All grown during the season by members of the Association identified on Exhibit B attached and made a part of this Agreement, except to the extent that such Exhibit B may be amended by mutual agreement of Association and Packer.

2. Term of Agreement

This Agreement shall cover the crops of grown during the -- season and the -- season. Season, as used in this Agreement, means that period commencing with of one calendar year and ending with of the following calendar year.

3. Separate Listing of Each Grower

The ability of Association to deliver the sold to Packer is based and dependent on Association's crop Agreement with its grower-members. If Association is unable to perform this Agreement because of any failure in performance of any of the provisions of the grower-members' Agreements to Association or by causes beyond Association's direct control, the mutual obligations and terms of this Agreement shall not be affected, changed, or released as to any from any other grower which is listed for the current crop year to Packer.

4. Inability of Packer to Perform

If a force majeure event affects Packer's receiving, handling, processing, or packaging operations, Packer shall be excused for performance during the affected period. Packer shall give written notice immediately to Association of Packer's inability to perform and the specific cause or causes. In any event, Packer shall pay, according to Agreement, for all fruit received by Packer.

5. Diversion to other Packers

With respect to the which Packer has advised Association of its inability to handle pursuant to Section 4, Association retains the right, without liability of any kind or character to Packer, to divert the to a Packer who is able to accept it in order to prevent economic waste to the growers and consumers.

6. Failure of Association to Deliver

If the farming operations of any grower-member whose fruit is covered by this Agreement are so affected that the member is unable to make complete delivery, Association shall make every reasonable effort to complete deliveries, but Association shall be excused from performance of that part of the Agreement which it is unable to perform because of these causes during the period the member's operations are so affected.

7. Individual Agreements with Packer

Members of Association may enter into individual Agreements with Packer with respect to delivery of and advances for growing, harvesting, and other costs as indicated in this Agreement. The form of Agreements between individual grower members of Association and Packer shall be in the form outlined in Exhibit C attached and made a part of this Agreement.

8. Payment of Expenses

Packer shall pay expenses of delivering, weighing, inspecting, and receiving all subject to this Agreement in accordance with its present customs and practices in the industry.

9. Inspection by Association

Association shall have the right at any time, by its authorized agents, to examine and inspect any held by Packer on account of Association under memorandum receipt or other similar arrangement.

10. Settlement Statement

Packer shall furnish to each grower member of Association covered by this Agreement and to Association itself at the time of final settlement for delivered for each crop year, a copy of the settlement statement together with financial calculations indicating grower's returns.

11. Furnishing of Bins

Packer shall use its best efforts to furnish to grower members of Association bins in clean and good repair for the purpose of delivering in accordance with present customs and practices in the industry.

12. Failure to Supply Bins

If Packer shall neglect or fail to meet the reasonable bin requirements of grower-members of Association covered by this Agreement, Packer shall pay Association damages sustained by grower-members and Association on account of such neglect or failure.

13. Quality and Grade of Fruit

All delivered under this Agreement shall be of the quality and grades in effect for as may be developed and established by Packer or Association with approval of the other.

14. Adulteration and Misbranding

Association guarantees that no articles of food delivered by it to Packer during the period in which this Agreement is effective will be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act or any substantially similar state law.

15. Compliance with Fair Labor Standards Act

Association guarantees that all of the subject to this Agreement was or will be produced and delivered in compliance with all applicable standards of the Fair Labor Standards Act, as amended.

16. Use of Economic Poisons

Association agrees that it has not used and will not use any economic poison other than those shown in the attached schedule, in accordance with the use that is shown on the schedule or as otherwise agreed in writing with Packer.

17. Breach of Guaranties

Should Association breach any of the guarantees in Sections 13 - 16, Packer, at its option, may refuse to accept delivery; Packer shall have no obligation to pay for the crop, and Association may dispose of the crop free of the Agreement.

18. Tonnage to be Sold

Association shall sell to Packer and Packer shall purchase and accept from Association the following tonnage of : grown by members of Association covered by this Agreement at the price or prices indicated in this Agreement.

19. Failure to Agree on Price

If the parties fail to agree on a price or prices under Sections 20 and 21, Packer shall pay and Association shall accept for all delivered to Packer by Association or the growers it represents a reasonable price as that term is used in .

20. Ascertainment of Reasonable Price

A. Association shall announce an opening price or prices which Association believes to be a reasonable price for each variety and grade or grades for any crop year on or before of such year.

B. Packer shall advise Association within days after receipt of the announced opening price or prices for the season of its acceptance or rejection of the price or prices.

C. For purposes of the foregoing calculation, Association for the - season shall refer to the estimated tonnage set forth in the attached Exhibit D and similar exhibits to similar Agreements with other Packers of .

21. Non-acceptance of Opening Price

If the requisite Packers do not signify their acceptance of the announced opening price or prices within days after the announcement, Association shall hold further consultations and shall, on or before , make a second announcement of price or prices which Association believes to be a reasonable price.

22. Arbitration to Establishment Price

If the requisite Packers do not signify their acceptance of the price or prices announced by Association under Sections 20 and 21, those Sections shall be null and void and of no further effect, and the price to be paid under this Agreement shall be determined by Arbitration in accordance with Section 36.

23. Damages for Failure to Receive Fruit

If Packer, for any reason other than a price dispute, fails, neglects, or refuses, without just or legal cause, to receive prior to of any crop season covered by this Agreement any sold under this Agreement and which Packer is obligated by this Agreement to receive, Packer shall pay all reasonable damages caused by the failure, unless the receiving date is extended by mutual agreement of grower-member, Packer, and Association.

24. Payment for Fruit

A. Unless otherwise agreed on by grower and Packer, payments to grower-members of Association who deliver under this Agreement shall be made by Packer within days after full delivery and establishment of price, and on demand for payment by grower-member.

B. The division of payments for shall be as follows: % of the payments due on delivered shall be paid directly from Packer to grower-member, and % of the payments due on delivered and the entire service charge shall be paid to Association in accordance with the terms of that Section.

C. If Packer fails to pay for the or any other charges, interest at % per month or any part of a month on the unpaid balance shall commence to run immediately on default.

25. Default by Packer

If Packer shall default or fail in the performance of any of its obligations, Association may stop any further deliveries to Packer and may deliver the balance of all fruit elsewhere. Such delivery elsewhere shall not be a waiver or release of any liability of Packer for default or failure in performance.

26. Default by Association

If Association shall default or fail in the performance of any of its obligations, Packer may stop any further acceptance of .

27. Service Charge

Packer shall pay to Association, over and above the market price designated, a service charge of $ per ton for all delivered to Packer and for all delivered by agency growers who are members of Association.

28. Sale to other Packer

If, during the term of this Agreement, Association sells to any Packer of its grower-members at a price less than the price specified in Sections 18 through 23, Association shall pay to Packer, on all purchased, the difference between the price established in this Agreement and the lowest price at which Association shall make sales to other Packers.

29. Purchase at Different Price

A. If Packer has purchased or has agreed to purchase any from a grower-member of Association or from anyone other than Association at a higher price than established in accordance with Sections 18 through 23, Packer shall pay to Association for purchased under this Agreement the highest price which Packer has paid or has agreed to pay for so purchased from anyone.

B. In computing the higher purchase price so paid or agreed to be paid, there shall be included any bonuses, premiums, hauling or loading allowances, expenses of special services, and any sums paid or agreed to be paid by Packer for any other designated purpose than payment of purchase price.

30. Supremacy of Law

This Agreement shall be deemed modified to the extent necessary to comply with state and federal laws and any order, regulation or license pursuant to such laws.

31. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision.

32. No Waiver

The failure of either party to insist upon the performance of any terms and conditions of this Agreement, or the waiver of any breach, shall not be construed as subsequently waiving any such terms and conditions.

33. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

34. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

35. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third.

36. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

37. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

38. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

39. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

40. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

(Acknowledgments)

(Attach exhibits)