Tropical Green Lawn Care

Contract Terms & Conditions

This Agreement for Services provided by is effective between the parties. In consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

SERVICES

Services  to Customer: Tropical Green Lawn Care shall provide the services requested by the Customer.

PAYMENT AND INVOICING TERMS

Payment for Services:  Tropical Green Lawn Care will be paid monthly for all services performed.

Reimbursable Costs:  Customer shall reimburse the Tropical Green Lawn Care all costs incurred in connection with the Services rendered. Reimbursable costs include, but are not limited to, subcontractors, materials, delivery, etc. that are attributable to a project or Service (the "Reimbursable Costs"). The Company shall provide to Customer substantiation of Reimbursable Costs incurred.

Invoicing:

Invoices will be submitted monthly Tropical Green Lawn Care for payment by Customer. Payment is due upon receipt and is past due at the end of every month. If Customer has any valid reason for disputing any portion of an invoice, Customer will so notify the Tropical Green Lawn Care within fifteen (15) calendar days of receipt of invoice by Customer, and if no such notification is given, the invoice will be deemed valid.

A finance charge of $5 per month on the unpaid amount of an invoice, or the maximum amount allowed by law, will be charged on past due accounts.  Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by Customer. If payment of invoices is not current, the Company may suspend performing further work.

CHANGES

Customer may, with the approval of the Tropical Green Lawn Care, issue written directions within the general scope of any Services to be ordered. Such changes (the "Change Order") may be for additional work or the Company may be directed to change the direction of the work covered by the Task Order, but no change will be allowed unless agreed to by the Company in writing.

STANDARD OF CARE

Tropical Green Lawn Care warrants that its services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.

MISCELLANEOUS

Insecurity and Adequate Assurances: If reasonable grounds for insecurity arise with respect to Customer's ability to pay for the Services in a timely fashion, the Company may demand in writing adequate assurances of Customer's ability to meet its payment obligations under this Agreement. Unless Customer provides the assurances in a reasonable time and manner acceptable to the Company, in addition to any other rights and remedies available, Company may partially or totally suspend its performance while awaiting assurances, without liability to Customer.

Severability: Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid.  Any provision shall nevertheless remain in full force and effect in all other circumstances.

Modification and Waiver:  Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent breach.

Independent Contractor: Tropical Green Lawn Care is an independent contractor of Customer.

Notices:  Customer shall give Tropical Green Lawn Care written notice within thirty (30) days of obtaining knowledge of the occurrence of any claim or cause of action which Customer believes that it has, or may seek to assert or allege, against the Company, whether such claim is based in law or equity, arising under or related to this Agreement or to the transactions contemplated hereby, or any act or omission to act by the Company with respect hereto. If Customer fails to give such notice to the Company with regard to any such claim or cause of action and shall not have brought legal action for such claim or cause of action within said time period, Customer shall be deemed to have waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or proceeding in any court or before any governmental agency or authority or any arbitrator. All notices or other communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that recipient receives a manually signed copy and the transmission method is scheduled to deliver within 48 hours, and shall be deemed given when delivered to the address specified below or such other address as may be specified in a written notice in accordance with this Section.

Any party may, by notice given in accordance with this Section to the other parties, designate another address or person or entity for receipt of notices hereunder.

Disputes:  Tropical Green Lawn Care and Customer recognize that disputes arising under this Agreement are best resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level.  Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, Tropical Green Lawn Care and Customer agree that any remaining conflicts arising out of or relating to this Contract shall be submitted to nonbinding mediation unless the Company and Customer mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement.

Representations: Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party, with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder. This Agreement may be executed (by original or telecopied signature) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument.

Nonsolicitation of Employees:   During and for one (1) year after the term of this Agreement, Customer will not solicit the employment of, or employ the Company's personnel, without Tropical Green Lawn Care prior written consent.

Cooperation:   Customer will cooperate with Tropical Green Lawn Care in taking actions and executing documents, as appropriate, to achieve the objectives of this Agreement. Customer agrees that the Company's performance is dependent on Customer's timely and effective cooperation with Tropical Green Lawn Care.

Entire Agreement: Survival:  This Agreement, including any Exhibits, states the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between Customer and the Company respecting the subject matter hereof. This Agreement may only be amended by an agreement in writing executed by the parties hereto.

Force Majeure:  Tropical Green Lawn Care shall not be responsible for delays or failures (including any delay by Tropical Green Lawn Care to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.

Use By Third Parties:  Work performed by Tropical Green Lawn Care pursuant to this Agreement are only for the purpose intended and may be misleading if used in another context. Customer agrees not to use any documents produced under this Agreement for anything other than the intended purpose without Tropical Green Lawn Care written permission.  This Agreement shall, therefore, not create any rights or benefits to parties other than to Customer and the Company.