Sawmill Business Document

SAWMILL BUSINESS AGREEMENT

Parties

Recitals

WHEREAS, Party A operates a sawmill and associated facilities for the processing, drying and sale of timber and wood products at the location identified in Party A Address above; and

WHEREAS, Party B provides services and supplies related to timber procurement, milling, hauling, maintenance, or other sawmill-related operations and has represented the ability to perform the Scope of Work described below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows effective as of .

Scope of Work

Party B shall perform the following services and deliverables in a professional and workmanlike manner in accordance with industry standards for sawmill operations. The Scope of Work includes all labor, materials, equipment, supervision, permits and testing necessary for completion unless expressly excluded below.

Specific performance standards, measurement methods, and acceptance procedures will be as follows:

Payment Terms

In consideration of the performance of the Scope of Work, Party A shall pay Party B the total contract amount set forth below, subject to the conditions and schedule described in this section.

Late payments shall accrue interest at the rate of per month on the unpaid balance, and a minimum late payment charge of shall apply to any invoice not paid within the invoice terms. All payments shall be made in lawful currency and by the method agreed in writing.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public technical, commercial, financial, process, supplier, pricing, customer, and operational information disclosed by either party in written, oral or electronic form and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees (a) to hold Confidential Information of the other party in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable degree of care; (b) not to disclose Confidential Information to any third party without prior written consent except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) to use Confidential Information only to perform its obligations under this Agreement.

Confidentiality obligations shall not apply to information which: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, regulation, or valid order of a court or governmental authority, provided the receiving party gives prompt written notice to the disclosing party to permit a protective order or other remedy.

Mutual confidentiality Unilateral (Party B obligations only)

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of laws. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of any disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including all Schedules and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except to a successor-in-interest in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Insurance and Safety: Party B shall, at its expense, maintain insurance and safety practices customary for sawmill operations and shall provide certificates of insurance upon request. Party B shall comply with all applicable safety laws, rules and regulations.

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