Timber Sale Agreement

TIMBER SALE AGREEMENT

This Timber Sale Agreement ("Agreement") is made effective as of the day of , , by and between Seller Name: , Seller Address: (hereinafter "Seller"), and Buyer Name: , Buyer Address: (hereinafter "Buyer").

RECITALS

WHEREAS, Seller is the owner of certain standing timber and related surface rights described more particularly in Schedule A attached hereto and incorporated herein; and

WHEREAS, Buyer desires to purchase and remove such timber and Seller desires to sell such timber subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the sale be completed in accordance with the measurement, scaling, environmental, and access provisions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SALE AND PURCHASE

1.1 Sale. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, all merchantable timber described in Schedule A (the "Timber") lying within the sale area depicted in Schedule A, subject to the terms and conditions of this Agreement.

1.2 Included Rights. The sale includes the right to enter the property to cut, remove, and transport the Timber, and to construct and use temporary roads and landings as necessary for the harvest, subject to Section 6 (Access and Roads).

2. DESCRIPTION OF TIMBER

2.1 Sale Area. The sale area and a detailed description of the Timber to be sold are set forth in Schedule A. Schedule A is incorporated into this Agreement and shall describe species, approximate acres, and boundary markers.

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The total purchase price for the Timber shall be $ payable as follows: an initial deposit of $ upon execution of this Agreement, with the balance payable in accordance with Section 3.2.

3.2 Final Payment and Scaling Adjustment. Final payment shall be based on the actual scaled volume as determined pursuant to Section 4. Any difference between the initial pricing assumption and the final scaled volume shall be adjusted by written invoice within thirty (30) days of completion of scaling.

4. MEASUREMENT, SCALING AND VOLUME

4.1 Scaling Method. Merchantable timber volume shall be determined by a mutually agreed licensed scaler using standard industry scaling rules. The parties select scaling method: Cruise volume Stumpage/weight scale

4.2 Costs. Buyer shall initially bear the cost of scaling. If the scaling measurement materially disputes the parties' expectations, the parties shall split the reasonable cost of a third-party re-scaling.

5. HARVEST PERIOD

5.1 Commencement and Completion. Buyer shall commence cutting no earlier than , and shall complete removal of all timber by , , unless extended by written agreement.

5.2 Operations. All harvesting operations shall be conducted in a workmanlike manner consistent with prudent forestry practices to avoid unnecessary damage to residual timber, soils, watercourses, and improvements.

6. ACCESS, ROADS AND ROADSIDE MAINTENANCE

6.1 Access Rights. Seller grants Buyer temporary non-exclusive rights to use existing roads within the sale area for harvesting and removal of Timber. Construction of new roads requires prior written approval of Seller and must conform to any written specifications provided by Seller.

6.2 Maintenance and Restoration. Buyer shall maintain roads used by Buyer in a safe condition and at completion restore or improve roads as agreed in the restoration plan attached as part of Schedule A or as otherwise approved in writing.

7. TAXES, ASSESSMENTS AND FEES

7.1 Taxes. Any taxes, levies, or assessments assessed against the Timber prior to cutting shall be the responsibility of Seller. Any taxes that become payable by reason of removal or severance after cutting shall be the responsibility of Buyer.

8. PERMITS, LAWS AND ENVIRONMENTAL COMPLIANCE

8.1 Compliance. Buyer shall obtain and maintain all permits, approvals and licenses required for harvesting, transport, and road construction. Buyer shall comply with all applicable federal, state, and local laws, rules and regulations, including environmental protection and erosion control requirements.

9. WARRANTIES, TITLE AND LIMITATIONS

9.1 Seller's Warranty. Seller warrants that Seller has the right to sell the Timber described in Schedule A, and that at the time of closing there are no undisclosed liens, encumbrances or third-party contracts affecting Seller's rights to sell the Timber, except as disclosed in writing to Buyer prior to execution of this Agreement.

9.2 AS-IS; DISCLAIMER. Except as set forth in Section 9.1, Seller makes no other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and Buyer accepts the Timber in its present condition.

10. INDEMNITY AND INSURANCE

10.1 Indemnity. Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Buyer's harvesting operations, except to the extent caused by Seller's gross negligence or willful misconduct.

10.2 Insurance. Buyer shall maintain commercial general liability and automobile liability insurance covering harvesting operations with limits reasonably satisfactory to Seller and shall provide certificate(s) of insurance upon request.

11. DEFAULT; REMEDIES

11.1 Events of Default. Buyer shall be in default if Buyer fails to make any payment when due, fails to commence or complete operations as required, or otherwise materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.

11.2 Remedies. Upon default, Seller may, at Seller's option, terminate this Agreement and retain deposits as liquidated damages, seek specific performance, recover damages, or pursue any other remedy available at law or equity.

12. ASSIGNMENT

12.1 Assignment Prohibited Without Consent. Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

13. NOTICES

13.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment. This Agreement may be amended only by a written instrument executed by both parties.

14.2 Waiver. No waiver of any breach shall be effective unless in writing. The waiver of any default shall not constitute a waiver of any subsequent default.

14.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction in which the sale area is located, without regard to its principles of conflicts of law.

15.2 Entire Agreement. This Agreement, including all attached schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be enforced to the fullest extent permitted by law.

ADDITIONAL PROVISIONS

16.1 Risk of Loss. Risk of loss to the Timber shall pass to Buyer upon cutting and severance from the soil.

16.2 Preservation of Evidence. Each party shall preserve relevant records, scales, and markings for a period of at least two (2) years following completion of cutting unless required longer by applicable law.

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