Timber Harvest Agreement

TIMBER HARVEST AGREEMENT

This Timber Harvest Agreement (the Agreement) is made as of the Effective Date: by and between Landowner Name: of Address: ("Landowner"), and Purchaser/Operator Name: of Address: ("Operator"). The Landowner and Operator are collectively referred to as the Parties.

RECITALS

WHEREAS, Landowner is the owner of certain timbered real property described as: (the Property); and

WHEREAS, Operator is in the business of harvesting, cutting, scaling and removing timber and has represented to Landowner that Operator possesses the experience, equipment and personnel necessary to perform the harvest in accordance with this Agreement; and

WHEREAS, Landowner desires to engage Operator to harvest and remove the marketable timber on the Property under the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Timber" means merchantable trees specified in Section 3; "Harvest Area" means the portions of the Property designated for harvest in accordance with this Agreement; "Commencement Date" means the date Operator enters the Property to begin operations as set forth in Section 5.

2. GRANT OF RIGHTS

Landowner grants to Operator the exclusive right, license and privilege to cut, harvest, remove and sell the Timber from the Property during the Term subject to the terms, limitations and requirements of this Agreement. This grant does not convey title to the land.

3. SCOPE OF WORK; TIMBER SPECIFICATIONS

Operator shall harvest only the species and volumes specified and in the areas mutually agreed. Species to be harvested: . Harvest Area (acres): . Estimated volume: .

4. PURCHASE PRICE; PAYMENT

The Parties agree that Operator shall pay Landowner a purchase price for the Timber of: Price per unit: . Payment shall be made according to the following schedule: . Operator shall provide statements of volumes and payments within thirty (30) days following removal of timber lots.

5. TERM; COMMENCEMENT; COMPLETION

This Agreement shall commence on Commencement Date: and shall continue until Completion Date: or until the Timber has been harvested and obligations performed, unless earlier terminated in accordance with Section 15.

6. HARVEST OPERATIONS; BEST PRACTICES

Operator shall conduct all operations in a good and workmanlike manner and in accordance with customary silvicultural, harvesting and safety practices. Operator shall minimize soil disturbance, avoid erosion, protect watercourses and follow seasonal and area-specific constraints described in the harvest plan attached hereto as Exhibit A and incorporated herein by reference.

Operator shall not use chemical applications on the Property without prior written consent of Landowner.

7. ACCESS, ROADS AND SITE RESTORATION

Operator shall obtain and maintain necessary rights-of-way and provide and maintain roads and crossings necessary for operations. Operator shall repair and restore any damage to roads, fences, gates or other improvements caused by Operator's operations to a condition reasonably equivalent to pre-harvest condition within sixty (60) days of completion.

8. MEASUREMENT, SCALING AND TITLE

Scaling and measurement of Timber shall be performed by . Title to Timber shall pass to Operator upon severance from the stump pursuant to the terms of this Agreement and receipt by Landowner of required payments.

9. ENVIRONMENTAL AND REGULATORY COMPLIANCE

Operator shall comply with all applicable laws, statutes, rules, permits and regulations governing harvesting activities, endangered species, water quality and public safety. Operator shall obtain and pay for all permits required for operations and provide copies to Landowner upon request.

10. INSURANCE; INDEMNITY

Operator shall, at its sole cost, maintain commercial general liability insurance, automobile liability insurance and workers' compensation insurance with limits adequate for the operations. Operator shall indemnify, defend and hold harmless Landowner from and against all claims, demands, damages and liabilities arising out of Operator's operations, except to the extent directly caused by Landowner's gross negligence or willful misconduct.

11. DAMAGE, REFORESTATION AND SITE STANDARDS

Operator shall be responsible for damage to remaining timber, improvements, fences or livestock caused by Operator's activities. Upon completion, Operator shall regrade skid trails and landings and shall implement site stabilization and reforestation measures as detailed in the harvest plan.

12. REPRESENTATIONS AND WARRANTIES

Landowner represents and warrants that Landowner is the lawful owner of the Timber and has the authority to enter into this Agreement and to permit harvest. Operator represents and warrants that it has the experience and qualifications to perform the harvest and will carry out operations in accordance with this Agreement.

13. TAXES, FEES AND ROYALTIES

Unless otherwise agreed in writing, Operator shall be responsible for payment of any harvest-related taxes, stumpage fees and assessments attributable to Operator's removal and sale of the Timber. Landowner shall be responsible for property taxes not related to the harvest operations.

14. DEFAULT; REMEDIES

A Party shall be in default if it materially breaches this Agreement and fails to cure within thirty (30) days after written notice. Upon default, the non-defaulting Party may pursue all rights and remedies available at law or in equity, including specific performance, injunctive relief and damages.

15. TERMINATION

This Agreement may be terminated by mutual written consent, upon material breach as provided in Section 14, or by Landowner upon a material change in law that prohibits harvest. Termination shall not relieve either Party of obligations accrued prior to termination.

16. NOTICES

All notices, demands and communications required or permitted under this Agreement shall be given in writing and delivered to the Parties at the addresses below (or such other address as a Party designates by notice):

17. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to principles of conflicts of law that would require the application of the law of another jurisdiction.

19. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

20. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

21. COUNTERPARTS

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

ADDITIONAL TERMS

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